Certain Rights Upon Termination Sample Clauses

Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, other than pursuant to Section 3.1, (a) Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols (including without limitation, marketing information and information relating to laboratory, animal and human studies), and related regulatory approvals pertaining to the Products (the "Information") which are possessed or controlled by Wyeth or any of its Affiliates, or which Wyeth or any of its Affiliates has a right to review, access or use. Wyeth unconditionally agrees promptly to take any action and to execute and deliver to Biomatrix any documents or instruments reasonably requested by Biomatrix to permit Biomatrix to make full use of such unrestricted rights In addition, Wyeth agrees that it shall, upon the request of Biomatrix, immediately inform all relevant regulatory authorities that Wyeth is no longer a licensee of the Products and shall take all action and execute and deliver all documents and instruments necessary in order to transfer all Product Approvals, *Confidential portions have been omitted and filed separately with the Commission. 12 -12- Reimbursement Approvals and price approvals and other relevant documents relating to the Products to Biomatrix or any Person designated by Biomatrix. (b) Notwithstanding the provisions of Section 3.6(a), both parties in good faith shall take whatever action necessary to clarify the relationship between Wyeth and Biomatrix during an Additional Period.
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Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Genzyme shall have the following rights: (a) Genzyme shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Genzyme by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Products or any Improved Agreement Product(s) (the “Information”) which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Genzyme any documents or instruments reasonably requested by Genzyme to permit Genzyme to make full use of such unrestricted right. (b) Further, Genzyme shall have exclusive ownership rights to the Trademarks and to all other product specific logos, slogans and other intangibles used by the Distributor solely in association with the independent sale of the Agreement Products and any Improved Agreement Product(s) (including any and all good will associated with the Agreement Products and any Improved Agreement Product(s) and all registrations relating thereto) possessed or controlled by the Distributor or any of its Affiliates, and the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), (i) immediately upon termination to cease using the Trademarks and any such logos, slogans, and marketing rights of Genzyme or any imitations thereof and (ii) immediately to execute and deliver to Genzyme any documents or instruments reasonably requested by Genzyme to give full effect to the provisions of this Section 3.6. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (c) In addition, the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), that it shall, upon the request of Genzyme, immediately inform all relevant regulatory authorities that the Distributor is no longer a distributor of the Agreement Products or the Improved Agreement Product(s) and shall take all action and execute a...
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Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Biomatrix shall have the following rights, or if such termination is as to a country in the Territory in accordance with the provisions of this Agreement, Biomatrix shall have the following rights in such country: (a) Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Biomatrix by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Product or any Improved Agreement Product(s) (the "Information") which are possessed or controlled by the Distributor or any of its Affiliates or Subdistributors, or to which the Distributor or any of its Affiliates or Subdistributors has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Biomatrix any documents or instruments reasonably requested by Biomatrix to permit Biomatrix to make full use of such unrestricted right.
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Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Biomatrix shall have the following rights: (a) Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Biomatrix by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Product or any Improved Agreement Product(s) (the "Information") which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Biomatrix any documents or instruments reasonably requested by Biomatrix to permit Biomatrix to make full use of such unrestricted right.
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Certain Rights Upon Termination. (a) Access to data. Upon any termination of this Agreement for any reason, to the extent not prohibited by applicable law, Biomatrix shall have the right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols (including without limitation marketing information and information relating to clinical studies), and related regulatory approvals pertaining to the Agreement Product (the "Information") which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or *Confidential portions have been omitted and filed separately with the Commission. 12 any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Biomatrix any documents or instruments reasonably requested by Biomatrix to permit Biomatrix to make full use of such right.
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Certain Rights Upon Termination. Upon termination of this Agreement, for any reason whatsoever: (a) Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols (including ---------- * Confidential portions have been omitted and filed separately with the Commission.
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Certain Rights Upon Termination. Upon the termination of this Agreement pursuant to Section 7.2 each party shall forthwith return to the other all materials of the other party held by it constituting or including Confidential Information of the other which relates solely to the Catalog Products and does not relate in any manner to the Assets (as defined in the Basic Agreement) or the ModaCAD CAD Core Technology; provided, however, that if Licensee terminates this Agreement after the Royalty Period, it may retain and continue to use the Confidential Information (including without limitation the source code and documentation of the Catalog Products). Notwithstanding the immediately preceding sentence, the termination for any reason of this Agreement will not ------------------------------- **The material deleted has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Commission. relieve Licensee from its obligation to pay to Licensor any and all Royalties or other amounts due under this Agreement for any period through the date of such termination, nor affect any rights or remedies any party may have resulting from any breach of this Agreement by the other prior to such termination.
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Certain Rights Upon Termination. (i) Sections 1, 2.E., 4.D., 5, 7, 8, 10, 12, 13 and 15 through 30 shall survive any termination of this Agreement pursuant to Sections 7.A, 7.B or 7.C. Except as provided for otherwise in this Section 7.D., upon termination of this Agreement all copies of Source Code to software furnished or licensed hereunder and provided by the other party shall be returned to the providing party or destroyed, and all Object Code to such software shall be similarly returned or destroyed. (ii) if this Agreement is terminated by Licensors pursuant to Section 7.A. hereof, Sections 2.A.-B., 2.G., 4.A.-B., 9, 11 and 14 shall also survive termination of this Agreement, provided, however that (A) the License shall become non-exclusive, in which event Licensors shall have completely unrestricted rights to the Licensed Technology for all purposes (including without limitation the right to use any and all means to exploit and commercialize the Licensed Technology) subject only to Section 19 hereof and Licensee's non-exclusive rights hereunder, (B) Licensed Technology shall only be deemed to include the Licensed Technology as it exists on the date of termination, and shall not include any further Future IS Technology, and (C) Licensee Derivative Works shall only be deemed to include Licensee Derivative Works as they exist on the date of termination (not including any future modifications, enhancements, or new versions thereof). (iii) If this Agreement is terminated by IHS pursuant to Section 7.B. hereof; Sections 2.A.-B., 2.G., 4.A.-B., 9, 11 and 14 shall also survive termination of this Agreement, provided, however that (A) the License shall become non-exclusive, in which event Licensors shall have completely unrestricted rights to the Licensed Technology for all purposes (including without limitation the right to use any and all means to exploit and commercialize the Licensed Technology) subject only to Section 19 hereof and Licensee's non-exclusive rights hereunder, (B) Licensed Technology shall only be deemed to include the Licensed Technology as it exists on the date of termination and shall not include any further Future IS Technology, and (C) Licensee Derivative Works shall only be deemed to include Licensee Derivative Works as they exist on the date of termination (not including any future modifications, enhancements, or new versions thereof). (iv) If this Agreement is terminated by IHS pursuant to Section 7.C. hereof, IHS shall have the right to require Partners, within th...
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Related to Certain Rights Upon Termination

  • Rights Upon Termination Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Events Upon Termination (a) If this Agreement is terminated, cancelled or ends for any reason, the Operator shall: (i) promptly forward to AHS, all reports required pursuant to the terms of this Agreement; (ii) at the request of AHS, return to AHS any Confidential Information; and (iii) promptly provide to AHS an invoice for any Services provided under the terms of this Agreement up to the date of termination for which it has not been paid. The invoice shall appropriately identify the Services provided to AHS and shall be in such format as required by AHS. (b) Commencing upon any written notice of termination of this Agreement, the Operator will: (i) continue to provide Services in accordance with the terms of this Agreement during the termination assistance period and assist AHS to facilitate the orderly transition and migration of Services to any alternate operator to allow the Services to continue without interruption or adverse effect; (ii) develop, in consultation with AHS, a mutually agreed to termination assistance plan for transition of the Services from the Operator to any alternate operator; and (iii) after this Agreement terminates, provide answers to questions from any alternate operator regarding the Services, systems and any other material provided by the Operator to AHS under this Agreement on an "as needed" basis for a period of three (3) months or such other time period that the Parties agree to.

  • Benefits Upon Termination (a) In lieu of any severance that may otherwise be payable to the Executive pursuant to any policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company terminates the Executive’s employment pursuant to a Termination Without Cause, the Company shall pay the Executive severance payments in an amount equal to 2.0 times the Executive’s Base Salary at the rate in effect at the time of the Executive’s termination of employment. The severance amount shall be paid in accordance with the Company’s payroll over the two year period following the Executive’s termination of employment (the “Severance Period”). Such severance payments shall commence within 60 days after the effective date of the termination, subject to (i) the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants set forth in Sections 7 and 8 below. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans. (b) In the event that the Company terminates the Executive’s employment pursuant to a Permanent Disability, the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans. (c) In the event that the Company terminates the Executive’s employment pursuant to a Termination for Cause or the Executive terminates his employment with the Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (d) In the event that the Executive’s employment hereunder is terminated due to the Executive’s death, the Company shall pay the Executive’s executor or other legal representative (the “Representative”) any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (e) The Executive shall not be required to mitigate the severance payments to be made to him hereunder and if the Executive obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of this Agreement.

  • Obligations Upon Termination Upon termination of this Agreement, either party shall, at the request of the other party, return any document, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any way after the termination of this Agreement.

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

  • Payments Upon Termination A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

  • Rights and Duties Upon Termination 8.1 Upon termination of this Agreement, Eisai shall have the right to retain any sums already paid by Radius hereunder, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due. 8.2 Upon termination of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai of the amount of Product Radius then have on hand, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay the royalty thereon at the time herein provided for. 8.3 In either case that Radius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time of the termination in a timely manner. Thereafter, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius Know-How, to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai will have the option to assume, to the extent transferable, any third party licenses and agreements relating to the Product without compensation to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5. 8.4 Termination of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 6.1, 6.4 (second, third and fourth sentences), 9, 10.2, 11 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), and 13-16. 8.5 In the event the licenses granted to Radius under this Agreement terminates for any reason, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in their sublicense agreements, provided that such sublicensee agrees in writing that: (a) Eisai is entitled to enforce all relevant provisions directly against such sublicensee; and (b) Eisai shall not assume, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Radius to such sublicensee other than to permit such sublicensee to exercise any rights to the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents that are sublicensed under such sublicense agreement consistent with the terms of Article 2.1 of this Agreement.

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