Common use of Additional Effects of Termination Clause in Contracts

Additional Effects of Termination. (a) Upon termination of this Agreement by a Party pursuant to Section 8.2(a) due to a payment breach by the other Party with respect to payments due on a specific product pursuant to Section 2.1.4(c) and (e) or Section 7.7. hereof (but not any other breach), all relevant rights and licenses granted by such terminating Party to the breaching Party under such Section regarding the specific product shall immediately and automatically terminate and revert to the terminating Party, subject to the breaching Party's right to sell any remaining quantities of product remaining in its inventories as of the date of termination. (b) Upon termination of this Agreement by a Party pursuant to Section 8.2(a) due to a breach other than a payment breach covered by Section 8.4(a), the Research Program shall end. If CURAGEN is the terminating Party, all Exclusive Evaluation Periods and all Option Periods shall terminate, but all License Agreements previously executed shall continue. If GENENTECH is the terminating Party, all of GENENTECH's rights under Exclusive Evaluation Periods, Option Periods and License Agreements then ongoing shall continue in accordance with their terms, and the Note shall become due in accordance with its terms.

Appears in 3 contracts

Samples: Research and Option Agreement (Curagen Corp), Research and Option Agreement (Curagen Corp), Research and Option Agreement (Curagen Corp)

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Additional Effects of Termination. (a) Upon termination of this Agreement by a Party pursuant to Section 8.2(a) due to a payment breach by the other Party with respect to payments due on a specific product pursuant to Section 2.1.4(c) and (e) or Section 7.7. 7.7 hereof (but not any other breach), all relevant rights and licenses granted by such terminating Party to the breaching Party under such Section regarding the specific product shall immediately and automatically terminate and revert to the terminating Party, subject to the breaching Party's ’s right to sell any remaining quantities of product remaining in its inventories as of the date of termination. (b) Upon termination of this Agreement by a Party pursuant to Section 8.2(a) due to a breach other than a payment breach covered by Section 8.4(a8.3(a), the Research Program shall end. If CURAGEN is the terminating Party, all Exclusive Evaluation Periods and all Option Periods shall terminate, but all License Agreements previously executed shall continue. If GENENTECH is the terminating Party, all of GENENTECH's ’s rights under Exclusive Evaluation Periods, Option Periods and License Agreements then ongoing shall continue in accordance with their terms, and the Amended Note shall become due in accordance with its terms. (c) At the request of the terminating Party, the breaching Party shall execute and deliver such bills of sale, assignments and licenses and other documents as may be necessary to fully vest in the non-breaching Party all right, title and interest to which it is entitled as aforesaid pursuant to this Section 8.3. (d) The breaching Party shall have no obligation to make any payment to the terminating Party that has not accrued prior to the effective date of such termination except for royalties on remaining inventory, but shall remain liable for all obligations accruing prior to termination.

Appears in 1 contract

Samples: Research and Option Agreement (Curagen Corp)

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