Consequences of Expiration or Termination of this Agreement in its Entirety. Upon expiration of this Agreement under Section 12.1 (Term) with respect to all Products in all countries in the Territory, or early termination of this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics), Section 12.5 (Termination for Material Breach), or Section 12.6 (Termination upon Insolvency):
(i) the licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix);
(ii) Licensee shall return to BioGenerics within three (3) months of the effective date of such expiration or termination any and all BioGenerics Know-How or Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(iii) promptly after the effective date of such termination or expiration, Licensee shall commence winding down its Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration;
(iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products;
(v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) shall be paid solely in accordance with Exhibit 12.7
Consequences of Expiration. Upon expiration of this Agreement with respect to a country, Bayer shall retain a non-exclusive, perpetual, irrevocable, fully paid-up and royalty-free license to, have made, sell, promote, or otherwise exploit the Developed Product in such country.
Consequences of Expiration. Where the Licensee does not intend to apply for renewal of its license, the Licensee shall within atleast twelve(12) before the date of expiry of the license, submit to the Licensor a customer migration plan, indicating the modalities through which the licensee shall guarantee continuity of services to customers, operators and other authorized service providers. The Licensee shall ensure that the migration plan adequately addresses all consumer related issues likely to arise out of the discontinuation or disengagement.
Consequences of Expiration. Upon expiration of the Term of this Agreement pursuant to Section 10.1 hereof (except to the extent otherwise agreed in writing by the Parties or prohibited or enjoined by a Final Order):
Consequences of Expiration. If either Franchise Owner or Franchisor -------------------------- elects not to renew this Agreement, then, upon expiration of its term, all rights granted Franchisor Owner by this Agreement shall terminate, and Franchise Owner shall immediately:
3.3.1 Cease to operate the Franchised Business and not, directly or indirectly, represent itself as a franchise owner of Franchisor;
3.3.2 Permanently cease to use, in any manner whatsoever, any Confidential Information associated with the System, as well as the Proprietary Marks and all signs, equipment, marketing materials, stationery, forms and other items which display the Proprietary Marks;
3.3.3 Pay all liquidated or ascertainable sums owing from Franchise Owner to Franchisor, without set-off or other reduction on account of unliquidated claims, including, without limitation, any fees accruing after the expiration of the term on Gross Receipts attributable to accounts receivable from goods or services furnished during the term of this Agreement;
3.3.4 Deliver to Franchisor via U.P.S. or comparable carrier, via first class service, the Manual, all patient file lists and business records (other than prescriptions, patient records, tax returns and bank statements), files and brochures, and any and all other materials relating to the operation of the Franchised Business, all of which are acknowledged to be Franchisor's property, and shall retain no copy or record of any of the foregoing, except Franchise Owner's copy of this Agreement and any other agreements with Franchisor or any affiliate, copies of any correspondence between the parties, and any copies of other documents which Franchise Owner reasonably needs for compliance with any provision of law; and
3.3.5 Comply with the applicable covenants contained in Section 9 of this Agreement, which covenants shall survive the expiration of this Agreement.
Consequences of Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply:
12.8.1 Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1, Takeda shall have a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Orexigen Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the Field in the Territory.
12.8.2 Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1, Orexigen shall have a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Takeda Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the Field in the Territory.
12.8.3 Sections 2.2.5, 2.2.6, 2.2.9, 3.3.3, 3.4, 3.6, and 3.7 shall survive, to the extent applicable to activities contemplated hereunder that are still being carried out following expiration of the Term, and Article 10 shall survive with respect to any information exchanged under such Sections for a period of five (5) years after the date of disclosure of such information; provided that, for clarity, any and all information shall be exchanged directly between the Parties, and not through any Committees.
12.8.4 For as long as Takeda continues to use the Product Trademarks, (a) Takeda shall pay Orexigen the Trademark Royalty provided in Section 7.3.2, and (b) Takeda shall continue to have the license rights provided in Section 6.1.2.
Consequences of Expiration. Upon expiration of this Agreement, all -------------------------- rights and obligations of the parties hereunder shall cease and determine, except for rights and obligations which, by the terms of this Agreement, continue after the expiration or earlier termination of this Agreement and except that the expiration of this Agreement shall not release either party from any of its obligations accrued hereunder prior to the time expiration becomes effective.
Consequences of Expiration. In the event of expiration of this Agreement pursuant to Section 15.1(b), the Curis Commercial License shall automatically become fully-paid up, royalty-free, irrevocable and perpetual.
Consequences of Expiration. Solely if this Agreement expires pursuant to Section 10.1, as of the effective date of the expiration of the Royalty Term with respect to a given Product and country, the license from ATSA to Company under Section 2.1 shall convert to a fully paid, royalty free, irrevocable, perpetual, exclusive, and sublicensable license under the ATSA Technology to Research, Develop, manufacture, have manufactured, use, import, export, keep and Commercialize such Product in the Indications in the Field in such country.
Consequences of Expiration. Upon expiration of this Agreement, all -------------------------- rights and obligations of the parties hereunder shall cease and determine, except for rights and obligations which, by the terms of this Agreement, continue after the expiration or earlier termination of this Agreement and except that the expiration of [*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION this Agreement shall not release either party from any of its obligations accrued hereunder prior to the time expiration becomes effective.
