Additional Surviving Provisions Clause Samples

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.6 (General Effects of Expiration or Termination), in the event of any expiration or termination of this Agreement (whether as a whole or with respect to a particular Product) the following provisions shall survive: Article I (Definitions), VII (Financial Consideration) (with respect to amounts incurred or earned prior to any such expiration or termination), VIII (Payments) (with respect to amounts incurred or earned prior to any such expiration or termination), XI (Confidentiality, Publications and Press Releases), XIII (Indemnification and Insurance), XIV (Term and Termination) and XV (Miscellaneous) and Sections 2.9.2 (Non-Collaboration Territory Agreements), 3.1.5 (Ownership of Development and Safety Data) (subject to Section 14.6.2), 5.7.2 (Records; Audit Right) (with respect to amounts incurred or earned prior to any such expiration or termination), 10.1 (Program Intellectual Property Ownership), 10.2 (Copyright Ownership), 10.3 (Product Trademarks), 10.4 (Joint Ownership), 10.6 (License Grant by BeiGene), Section 12.5 (Privacy and Data Protection), 12.7 (Disclaimer of Warranties) and 12.8 (Limitation of Liability).

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 (Effect of Termination), in the event of any expiration or termination of this Agreement the following provisions shall survive: Articles 10 (Confidentiality and Publications) (except with respect to Section 10.5 (Publications)); 12 (Limitations of Liability; Insurance); 13 (Indemnification); 14 (Term and Termination) and 15 (Miscellaneous); and Sections 3.3 (Licensed Licensee Know-How and Patents); 3.

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 15.3 (Effect of Termination) and the provisions that by their nature would be expected to survive termination, in the event of any termination of this Agreement the following provisions shall survive: Sections 7.6 (Audits), [*], 9.4.4 (Joint Patent Rights), 9.5 (Defense and Settlement of Product Infringement Claims) (to the extent applicable to the period prior to termination), 9.7 (Cooperation) (with respect to matters prior to termination), 12.4 (Disclaimer of Warranties), and Articles 10 (Confidentiality and Publications) (except with respect to Section 10.5.1 (Publication Strategy); 13 (Limitations of Liability; Insurance); 14 (Indemnification); 15 (Term and Termination) and 16 (Miscellaneous). In addition, the financial provisions shall apply with respect to any cost-sharing and/or Operating Profit (or Loss) sharing that is applicable to a wind-up of the Collaboration or Joint Program Activities as of the termination date.

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 15.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any expiration or termination of this Agreement the following provisions shall survive: Articles 1 (Definitions); 11 (Confidentiality and Publications) (except with respect to Section 11.6 (Publications and Presentations), 11.7 (Scientific Papers; Abstracts and Posters), 11.8 (Deferral of Disclosures) and 11.9 (Failure to Object to Disclosure), provided that in the event that this Agreement expires or earlier terminates prior to the expiration or earlier termination of the US Collaboration Agreement, such Sections shall survive solely with respect to Franchise Product 1 and solely for the term of the US Collaboration Agreement); 13 (Limitations of Liability; Insurance); 14 (Indemnification); 15 (Term and Termination) and 16 (Miscellaneous); Sections 3.1 (Conduct of the Collaboration) through 3.6 (Interactions Between the Joint Management Committee, the Joint Steering Committee, and Joint Project Teams) (inclusive) (solely in the event this Agreement expires or earlier terminates prior to the expiration or earlier termination of the US Collaboration Agreement, solely with respect to Development activities and Medical Affairs Activities with respect to Franchise Product 1, and solely for the term of the US Collaboration Agreement); 5.1 (Responsibility for Development) through 5.3 (Development Outside the Territory by Novartis or Inside the Territory by Amgen) (inclusive) (solely in the event this Agreement expires or earlier terminates prior to the expiration or earlier termination of the US Collaboration Agreement, solely with respect to Franchise Product 1 and solely for the term Amgen ref. no. 2015641252-005 of the US Collaboration Agreement); 5.5 (Safety Matters) through 5.6 (Cooperation Generally) (solely in the event this Agreement expires or earlier terminates prior to the expiration or earlier termination of the US Collaboration Agreement, solely with respect to Franchise Product 1 and solely for the term of the US Collaboration Agreement); 7.2 (Activities Outside the Collaboration) through 7.4 ([*] Divestiture) (inclusive) (solely in the event this Agreement expires or earlier terminates prior to the expiration or earlier termination of the US Collaboration Agreement, solely with respect to any Franchise Product 1 Distracting Program and solely for the term of the US Collabor...

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 19.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any termination or expiration of this Agreement the following provisions of this Agreement shall survive: Sections 8.10 (Development and Other Costs) (with respect to costs reasonably incurred prior to such termination or expiration), 8.12 (Audits), 10.2 (Program Inventions), 10.3 (Data), 61

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 15.3 (Effect of Termination), in the event of any expiration or termination of this Agreement the following provisions shall survive: [*]; Section [*]; Section 8.2 (License Payments by Amgen); Section 8.6 (Reports) (with respect to sales made during the Transition Period); Section 8.8.3 (Reports) (for the duration of Collaborator’s payment obligations); Section 8.10 (Payment Method); Section 8.12 (Audits); Section 8.18 (Third Party Royalties); Section 9.1 (Settlement); Section 10.2.2 (Cooperation); Section 10.3.2 (Outside Territory); Section 10.4 (Defense and Settlement of Third Party Claims); Section 10.5.2 (Outside Territory); Section 10.6 (Allocation of Recoveries) (with respect to any action initiated prior to such expiration or termination); Section 10.7 (Patent Term Extensions); Section 10.9 (Patent Marking) (with respect to sales made during the Transition Period); Section 11.1 (Confidentiality; Exceptions); Section 11.6 (Attorney-Client Privilege); Section 12.3 (Disclaimer of Warranties); Article 13 (Limitations of Liability; Insurance); Article 14 (Indemnification); this Article 15 (Term and Termination); and Article 16 (Miscellaneous). For the avoidance of doubt, Collaborator’s [*].