Consequences of Expiration and Termination. 11.6.1 Upon expiration or termination of this Agreement, except as set forth in this Section 11.6 or Section 11.7, all obligations of the Parties under this Agreement will terminate immediately. The use by either Party of a termination right provided for under this Agreement and in accordance with this Agreement shall not give rise to the payment of damages or any other form of compensation or relief to the other party with respect thereto. Subject to the preceding sentence, termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination or for any breach of this Agreement.
11.6.2 Upon expiration or termination of this Agreement (a) all unfilled Purchase Orders shall be cancelled; provided, that if Horizon terminates this Agreement pursuant to Section 11.2, at its option, Horizon may require that all unfilled Purchase Orders be delivered in accordance with the terms of this Agreement and (b) Horizon shall promptly pay to AstraZeneca (i) the cost of AstraZeneca’s then existing inventory of Raw Materials that cannot otherwise be used in the business of AstraZeneca or returned to the vendor without additional costs and the cost that AstraZeneca or any Pass-Through Affiliate is required to pay to a Pass-Through Supply Vendor with respect to such Pass-Through Supply Vendor’s then existing inventory of Raw Materials that cannot otherwise be used in the business of such Pass-Through Supply Vendor or returned to the vendor without additional costs and (ii) the applicable Transfer Price for all work in process and finished Supplied Product Manufactured, but not then delivered by AstraZeneca to Horizon; provided all such Raw Materials, work in process, and finished Supplied Product Manufactured but not then delivered by AstraZeneca to Horizon, shall be delivered to Horizon or its designee within thirty (30) days.
Consequences of Expiration and Termination. 20.1 In case of expiration or termination of this Agreement for any reason:
20.1.1 The Supplier shall fulfill the Orders then in force, except in the case of termination pursuant to Article 19.2.7 (Pepsi’s failure to pay) in which case Article 20.2 shall apply; and
20.1.2 [***] each Party shall immediately return to the other Party all Confidential Information owned by the other Party and shall cease to use any such Confidential Information.
20.2 In the event the Buyers fail to purchase and pay for the Offtake Volumes and the Supplier terminates this Agreement as a result thereof, Pepsi shall [***] Nothing contained in this Article 20.2 shall affect either Party’s rights under Article 22 or the Confidentiality Agreements. Notwithstanding anything to the contrary herein, Pepsi acknowledges that the agreements contained in this Article 20.2 are an integral part of the transactions contemplated by this Agreement and without these agreements, the Supplier would not enter into this Agreement.
20.3 Except as expressly set forth herein, termination or expiration of this Agreement, however caused, shall be without prejudice to any obligations or rights of either of the Parties which may have accrued before termination or expiration and shall not affect any provision of this Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination or expiry, including Article 8 (Price and Payment), Article 11 (Customs Clearance), Article 13 (Priority Rights to Additional Product), Article 15 (Intellectual Property), Article 20 (Consequence of Expiration and Termination), Article 21 (Representations and Warranties), Article 22 (Liability and Insurance), Article 24 (Confidentiality—Public Announcements), Article 25 (Non Solicitation), Article 28.8 (Governing Law; Venue; Waivers), Article 28.9 (Independent Contractors) and Article 28.10 (Election of Remedies).
20.4 Subject to Article 19.3, if a Triggering Event occurs, then Pepsi may [***]
Consequences of Expiration and Termination. Upon termination of this Agreement for any reason, Licensee and its Affiliates shall immediately cease the manufacture and all procurement of Licensed Products. Further, upon such termination, any and all amounts outstanding hereunder shall become immediately due and payable. Within 30 days following the expiration or termination of this Agreement, Licensee shall submit to Philips a certified report on the number of Licensed Products in stock at the time of expiration or termination of this Agreement certified by its Chief Financial Officer. Royalties, calculated in accordance with Clause 3, shall be due and payable for all Licensed Products manufactured prior to but remaining in stock with Licensee on the date of expiration or termination of this Agreement, and all such products shall be considered Licensed Products and may be freely Sold by Licensee provided the royalties associated with them have been paid in full. The certified report on the number of Licensed Products in stock shall similarly be subject to Philips’ right of audit set out in Clause 3.6 herein.
Consequences of Expiration and Termination. Upon the termination of this Agreement for any reason pursuant to Clauses 6.02‐6.05, Registrant and its Affiliates shall immediately cease the manufacture, procurement and Sale of Scope Products manufactured by an unreleased manufacturer (including but not limited to Registrant and any of its Affiliates). Further, upon any expiration or termination of this Agreement, any and all amounts outstanding hereunder shall become immediately due and payable. Within 30 days following the expiration or termination of this Agreement, Registrant shall submit to Philips a final certified Royalty Reporting Form on the number of Scope Products in stock at the time of expiration or termination of this Agreement. Royalties, calculated in accordance with Section 2, shall be due and payable for all Scope Products manufactured prior to but remaining in stock with Registrant on the date of expiration or termination of this Agreement. Philips shall e‐mail a Limited Release document along with a copy of said final Royalty Reporting Form to Registrant’s Royalty Reporting Contact within 30 days of the last to be received of (i) said final Royalty Reporting Form and (ii) payment in full of the Balance Due (and all interest due thereon).
Consequences of Expiration and Termination. Upon any Expiration or Termination of this Agreement: (i) Except as permitted under paragraph 10(f)(iv), CNS shall not use any of the written, printed, or graphic material on the package carton or inserts for any purpose without first obtaining the written consent of P&G, which consent may be withheld at P&G sole discretion; (ii) Unless otherwise notified by P&G, CNS will immediately discontinue use of the Licensed Marks and shall not manufacture or import, nor sell, distribute or otherwise transfer, nor permit to be manufactured or imported, nor sold, distributed or otherwise transferred, the Product or other items bearing the Licensed Marks, except as permitted under paragraph 10(f)(iv); (iii) CNS shall use its best efforts to execute any and all documents necessary to terminate of record any of CNS rights hereunder or to transfer such rights to P&G or P&G designee, which documents shall be prepared by P&G at its expense; (iv) CNS shall immediately destroy, and return to P&G according to P&G directions, all material associated with any Promotion as contemplated in Section 9 that has not already been affixed to or inserted into the Product packaging and P&G shall have the option of buying existing packaged Product at CNS cost. If P&G does not exercise this option and the Agreement has Expired or has been Terminated, then CNS may sell its existing inventory of packaged Product at a discount off CNS best published price for a period not to exceed twelve (12) months after the Expiration or Termination of this Agreement.
Consequences of Expiration and Termination. 22.1 In case of expiration or termination of this Offtake Supply Agreement for any reason:
22.1.1 the Supplier shall fulfil the Orders in force except in the case of termination pursuant to Article 21.2(xv) (Danone Affiliates’ failure to pay) whereby Article 22.2 shall apply; and
22.1.2 each Party shall immediately return to the other Party all Confidential Information owned by the other Party and shall cease to use any such Confidential Information.
22.2 (i) In the event Danone or a Danone Affiliate, as applicable, fails to purchase and pay for not less than the Minimum Purchase Amount and the Supplier terminates this Offtake Supply Agreement as a result thereof, the Danone Affiliates designated by Danone shall pay the Supplier the [***]. In the event the Supplier or the Supplier Affiliates fails to produce and sell to the Danone Affiliates, not less than the Minimum Purchase Amount, the Supplier shall pay Danone [***]. Notwithstanding the foregoing, the Supplier and the Supplier Affiliates shall have no obligation to make any payment to Danone pursuant to this Article 22.2 if the Pioneer Plant or the New Plant is never built, or does not become operational or ceases to remain operational, in each case, due to material technical problems (other than as a result of the breach of this Offtake Supply Agreement by the Supplier or any Supplier Affiliate). Danone and the Danone Affiliates shall have no liability under this Article 22.2 in the event the Pioneer Plant or New Plant is never built or does not become operational or ceases to remain operational for any reason, other than due to a Danone or Danone Affiliate default under this Offtake Supply Agreement. Notwithstanding the foregoing Danone shall be entitled to exercise its rights and collect all amounts due under the Security Documents.
Consequences of Expiration and Termination. (a) Upon expiration of the Term, without termination pursuant hereto and, in particular, without termination pursuant to a breach hereof by BM prior to expiration of the Term, the license granted to BM pursuant to paragraph 3(b) or 3(c), as applicable, shall be deemed fully paid-up and irrevocable.
Consequences of Expiration and Termination. Except as otherwise set forth in this Section 12.3 and in Section 12.4, all rights and obligations of the Parties hereunder will terminate as of the effective date of such termination, and all licenses granted under Section 8.1 will terminate unless expressly provided otherwise in Section 8.1. After the expiration date or effective date of termination, neither Party will have any additional payment obligations to the other Party hereunder other than payments due or accrued prior to such expiration date or effective date of termination but unpaid thereunder (including any milestone payment that is due as a result of the Success Criteria having been met prior to the expiration date or the date of termination). If this Agreement is terminated or expires without Roche having exercised its Option Right, Synlogic shall, at its own expense, immediately return to Roche all of the Materials and Confidential Information supplied by Roche (including any modified remnants thereof), or destroy all such Material and Confidential Information if so requested by Roche, and Roche shall, at its own expense, immediately return to Synlogic all of the Materials and Confidential Information supplied by Synlogic (including any modified remnants thereof), or destroy all such Materials and Confidential Information if so requested by Synlogic.
Consequences of Expiration and Termination. Upon expiration or termination of this Agreement by either Party:
11.7.1. Except for cases of termination by OMEROS pursuant to Section 11.3 or 11.5, DSM shall Manufacture and deliver, and OMEROS shall purchase in accordance with the provisions hereof, any and all quantities of Product ordered by OMEROS in a Purchase Order prior to the date on which such notice is given. OMEROS, in its sole election, may cancel any quantities of Product already ordered in a Purchase Order, subject to payment of the applicable Cancelled Production Fee. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
11.7.2. DSM shall return to OMEROS all unused quantities of Active Pharmaceutical Ingredient in DSM’s possession that have been provided by OMEROS hereunder.
11.7.3. The Parties shall promptly agree on a procedure that allows OMEROS to take possession of any equipment located at DSM’s facility that is owned by OMEROS (with OMEROS paying all reasonable, actual costs to access and remove such equipment, including DSM’s reasonable and directly related facility restoration costs), or, at DSM’s option and with OMEROS’ consent, DSM may purchase such equipment from OMEROS by paying OMEROS the book value thereof as depreciated on a straight-line basis based on average years of usable life.
11.7.4. OMEROS shall purchase from DSM (a) at DSM’s Acquisition Cost plus the lesser of [†], all Active Pharmaceutical Ingredients, Excipients and other materials acquired by DSM hereunder in reasonable reliance upon OMEROS’ forecasts, (b) all work-in-progress for the Product at DSM’s cost, and (c) all other Commercial Product then in DSM’s possession; and (d) OMEROS shall compensate DSM for (i) all other non-cancellable commitments to Third Parties made by DSM to satisfy existing Purchase Orders, and (ii) all Obsolete Stock for which OMEROS has not reimbursed DSM in accordance with Section 6.7. Notwithstanding the foregoing, if any Cancelled Production Fee amount is less than an actual expense for such commitment (including restocking fees for returnable materials), OMEROS shall be required to reimburse DSM solely for the amount of the Cancelled Production Fee rather than for the applicable expense.
Consequences of Expiration and Termination. Your right to access and use GOST and to receive the other Services will terminate upon expiration of the Term or earlier termination of the Agreement as set forth herein. At termination or nonrenewal, You may no longer use any portion of the Services in any manner. No refund of any prepaid fees by You shall be given by Giant Oak upon termination except for a prorated refund of unused fees in the case of termination by You for Giant Oak’s material breach. Upon termination, You will return or destroy Giant Oak’s Confidential Information. Sections 2.6, 3, 4, 5, 7, 8, 9, 10.3 and 11 shall survive termination.
