Common use of Additional Surviving Provisions Clause in Contracts

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any termination of this Agreement the following provisions shall survive: Article 1 (Definitions) (to the extent defined terms are contained in the following surviving Articles and Sections), Article 10 (Confidentiality); Articles 12 (Limitations of Liability; Insurance); 13 (Indemnification); 14 (Term and Termination) and 15 (Miscellaneous); Section 5.6 (Detailing Reports and Audit Rights) (with respect to Details made prior to such termination), Sections 8.1 (Upfront Payment) and 8.2.1 [***]; Sections 8.3 (Royalty Payments and Royalty Reduction for Biosimilar Competition) through 8.5 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such termination); Section 8.6 (Cost Allocation) (with respect to Program Costs and Development Costs reasonably incurred prior to such termination and for Recoveries with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 (Ownership of Technology); and 11.4 (Disclaimer of Warranties).

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any termination of this Agreement the following provisions shall survive: Article 1 (Definitions) (to the extent defined terms are contained in the following surviving Articles and Sections), Article 10 (Confidentiality); Articles 12 (Limitations of Liability; Insurance); 13 (Indemnification); 14 (Term and Termination) and 15 (Miscellaneous); Section 5.6 5.7 (Detailing Reports and Audit Rights) (with respect to Details made prior to such termination), Sections 8.1 Amgen Ref. No. 2017747574 Page 52 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. (Upfront Payment) and 8.2.1 [***]; Sections 8.3 (Royalty Payments and Royalty Reduction for Biosimilar Competition) through 8.5 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such termination); Section 8.6 (Cost Allocation) (with respect to Program Costs and Development Costs reasonably incurred prior to such termination and for Recoveries with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 9. 1.1 (Ownership of Technology); and 11.4 (Disclaimer of Warranties).. 14.5

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any termination of this Agreement the following provisions shall survive: Article 1 (Definitions) (to the extent defined terms are contained in the following surviving Articles and Sections), Article 10 (Confidentiality); Articles 12 (Limitations of Liability; Insurance); 13 (Indemnification); 14 (Term and Termination) and 15 (Miscellaneous); Section 5.6 5.7 (Detailing Reports and Audit Rights) (with respect to Details made prior to such termination), Sections 8.1 Amgen Ref. No. 2017747574 Page 52 (Upfront Payment) and 8.2.1 [***]; Sections 8.3 (Royalty Payments and Royalty Reduction for Biosimilar Competition) through 8.5 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such termination); Section 8.6 (Cost Allocation) (with respect to Program Costs and Development Costs reasonably incurred prior to such termination and for Recoveries with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 (Ownership of Technology); and 11.4 (Disclaimer of Warranties).

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 (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: Article 1 Articles 10 (DefinitionsConfidentiality and Publications) (except with respect to the extent defined terms are contained in the following surviving Articles and SectionsSection 10.7 (Publications), Article 10 (Confidentiality); Articles 12 (Limitations of Liability; Insurance); 13 (Indemnification); 14 (Term and Termination) and 15 16 (Miscellaneous); Section 5.6 and Sections 3.4 (Detailing Reports Licensed Licensee Know-How and Audit RightsPatents); 6.6 ([*]) ([*]); 8. 1.1 (License Fee); 8. 1.2 (Development Milestone Payments) (with respect to Details made milestones reached prior to such expiration or termination), Sections 8.1 (Upfront Payment) and 8.2.1 [***]; Sections 8.3 8.2 (Royalty Payments and Royalty Reduction for Biosimilar CompetitionPayments) through 8.5 8.8 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such expiration or termination); Section 8.6 8.10 (Cost Allocation) [*])(with respect to Program Costs and Development Costs reasonably amounts incurred prior to such termination and for Recoveries expiration or termination); 8.11 (Cost Reimbursement) through 8.19 (Third Party Royalties) (inclusive); 9.1 (Ownership); 9.5 (Allocation of Recoveries) (with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 (Ownership of Technology); and 11.4 11.3 (Disclaimer of Warranties).

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 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: Article Articles 1 (Definitions), 11 (Confidentiality and Publications) (except with respect to the extent defined terms are contained in the following surviving Articles Section 11.6 (Publications and SectionsPresentations), Article 10 11.7 (ConfidentialityScientific Papers; Abstracts and Posters), 11.8 (Deferral of Disclosures) and 11.9 (Failure to Object to Disclosure)); Articles 12 13 (Limitations of Liability; Insurance); 13 14 (Indemnification); 14 15 (Term and Termination) and 15 16 (Miscellaneous); Section 5.6 (Detailing Reports and Audit Rights) (with respect to Details made prior to such termination), Sections 8.1 (Upfront Payment) and 8.2.1 [***]; Sections 8.3 9.1 (Royalty Payments and Royalty Reduction for Biosimilar CompetitionPayments) through 8.5 9.6 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such terminationtermination or, if later, prior to completion of the transition by Novartis pursuant to Section 15.5 (Transition Period)); Section 8.6 9.7 (Development Cost AllocationSharing) (with respect to Program Costs and Development Costs reasonably incurred prior to such termination termination); 9.8 (Sublicense Payments) (with respect to amounts incurred prior to such termination); 9.10 (Payment Method) through 9.16 (Late Payment) (inclusive); 10.1 (Ownership and for Recoveries Cooperation); 10.6 (Allocation of Recoveries) (with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 (Ownership of Technology); and 11.4 12.3 (Disclaimer of Warranties).”

Additional Surviving Provisions. In addition and without prejudice to the provisions of Section 14.3 15.3 (Effect of Termination) and the provisions that are expressly stated to survive termination, in the event of any termination of this Agreement the following provisions shall survive: Article 1 Articles 11 (DefinitionsConfidentiality and Publications) (except with respect to the extent defined terms are contained in the following surviving Articles Section 11.6 (Publications and SectionsPresentations), Article 10 11.7 (ConfidentialityScientific Papers; Abstracts and Posters), 11.8 (Deferral of Disclosures) and 11.9 (Failure to Object to Disclosure)); Articles 12 13 (Limitations of Liability; Insurance); 13 14 (Indemnification); 14 15 (Term and Termination) and 15 16 (Miscellaneous); Section 5.6 (Detailing Reports and Audit Rights) (with respect to Details made prior to such termination), Sections 8.1 (Upfront Payment) and 8.2.1 [***]; Sections 8.3 9.1 (Royalty Payments and Royalty Reduction for Biosimilar CompetitionPayments) through 8.5 9.6 (No Wrongful Reductions) (inclusive) (with respect to sales made prior to such terminationtermination or, if later, prior to completion of the transition by Novartis pursuant to Section 15.5 (Transition Period)); Section 8.6 9.7 (Development Cost AllocationSharing) (with respect to Program Costs and Development Costs reasonably incurred prior to such termination termination); 9.8 (Sublicense Payments) (with respect to amounts incurred prior to such termination); 9.10 (Payment Method) through 9.16 (Late Payment) (inclusive); 10.1 (Ownership and for Recoveries Cooperation); 10.6 (Allocation of Recoveries) (with respect to periods prior to termination); Sections 8.8 (Payment Method) through 8.14 (Appropriate Measure of Value); 9.1.1 (Ownership of Technology); and 11.4 12.3 (Disclaimer of Warranties).