Common use of Consequences of Expiration and Termination Clause in Contracts

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. 20.1 In case of 14.1 Upon expiration or termination of this Agreement AGREEMENT the rights, licences and obligations of the parties shall cease, except as follows: 14.1.1 upon expiration of TRIANGLE's royalty obligations under this AGREEMENT in a given country for a given PRODUCT, TRIANGLE shall have a perpetual, fully paid-up, non-exclusive license to use the ARROW KNOW-HOW in such country for such PRODUCT; 14.1.2 expiration or termination of this AGREEMENT shall not relieve the parties of any obligation accruing prior to such expiration or termination, nor their obligations set forth in Articles 9 and 10 hereunder. 14.1.3 termination or expiration of this AGREEMENT for any reason:reason shall have no effect on their respective rights in JOINT KNOW-HOW set forth in Section 4.2 or JOINT INVENTIONS set forth in Section 4.3; 20.1.1 The Supplier 14.1.4 termination of this Agreement by ARROW pursuant to Section 7.3, 13.1 or 13.2 or by TRIANGLE pursuant to Section 13.3, shall fulfill have no effect on the Orders then rights and obligations of the parties under Section 14.2; and 14.1.5 the parties shall retain any other remedies for breach of this AGREEMENT they may otherwise have. 14.2 If this AGREEMENT is terminated as a result of TRIANGLE's breach pursuant to Section 13.2, or is terminated by ARROW in forceaccordance with Section 7.3 or 13.1 or by TRIANGLE in accordance with Section 13.3, except then, in the case of termination pursuant in the entire TERRITORY, TRIANGLE shall use, and shall cause its AFFILIATES and SUB-LICENSEES to Article 19.2.7 use, its and their best efforts to return (Pepsi’s failure properly organised), or at ARROW's direction, destroy all data, writings and other documents and tangible materials supplied to payTRIANGLE by ARROW; and (b) with respect to those countries and those PRODUCTS containing any ARROW SELECTED COMPOUND with respect to which termination occurs, TRIANGLE shall provide ARROW with full and complete copies of all toxicity, efficacy, and other data generated by TRIANGLE or TRIANGLE's AFFILIATE, and SUB-LICENSEES, in the course of TRIANGLE's efforts to develop such PRODUCTS containing any ARROW SELECTED COMPOUND or to obtain governmental approval for the sale of such PRODUCTS containing any ARROW SELECTED COMPOUND in such countries, including but not limited to any regulatory filings with any government agency in such countries. With respect to such PRODUCTS containing any ARROW SELECTED COMPOUND in such countries, ARROW shall be authorised to cross-reference any such regulatory filings made by TRIANGLE, its AFFILIATES and SUB-LICENSEES in the countries in which case Article 20.2 termination occurs where permitted by law. ARROW shall apply; and 20.1.2 [***] each Party shall immediately return be entitled to provide information pertaining to the other Party all Confidential Information owned by TRIANGLE PATENTS, TRIANGLE KNOW-HOW, JOINT KNOW-HOW and JOINT INVENTIONS to any third party with a bona fide interest in licensing such technology in the other Party countries and with respect to those PRODUCTS containing any ARROW SELECTED COMPOUND in which termination occurs. Such data shall cease be provided on a confidential basis; provided, however, that if such third party concludes a license with ARROW, such third party shall be free to use such data for all purposes in respect of such PRODUCT, including to obtain government approvals to sell such PRODUCT containing any ARROW SELECTED COMPOUND in such Confidential Information. 20.2 countries, subject to ARROW's obligations to TRIANGLE in respect thereof. In the event of such termination, and only in respect of PRODUCTS containing ARROW SELECTED COMPOUNDS and in those countries in which termination has occurred, ARROW or its potential licensees shall be entitled to a license under any TRIANGLE PATENTS and TRIANGLE KNOW- HOW on terms to be agreed and shall be granted automatically any necessary consents to licence the Buyers fail JOINT INVENTIONS for no payment to purchase and pay for the Offtake Volumes and the Supplier terminates this Agreement as a result thereofTRIANGLE to make, Pepsi shall [***] Nothing contained have made, use, import, offer to sell or to sell such PRODUCTS 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 Agreementsuch countries. 20.3 Except as expressly set forth herein, 14.3 Upon termination or expiration of this AgreementAGREEMENT in its entirety on (a) account of TRIANGLE's breach pursuant to Section 13.2, however caused(b) by ARROW pursuant to Section 7.3 or 13.1 or (c) by TRIANGLE pursuant to Section 13.3, TRIANGLE shall be without prejudice to provide ARROW with a written inventory of all the PRODUCTS containing any obligations or rights ARROW SELECTED COMPOUND (in the form of either of the Parties which may have accrued before termination or expiration raw material, work-in-progress and finished goods) in its and its AFFILIATES and SUB-LICENSEES possession and shall not affect any provision have the privilege of this Agreement which is expressly disposing of such PRODUCT within six (6) months thereafter, subject to fulfilment of its royalty obligations relating thereto or, upon mutual agreement by TRIANGLE and ARROW, to supply said PRODUCT to ARROW at TRIANGLE's or by implication intended to come into effect onARROW's designee at TRIANGLE's MANUFACTURING COST or ACQUISITION COST therefor, 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)as applicable. 20.4 Subject to Article 19.3, if a Triggering Event occurs, then Pepsi may [***]

Consequences of Expiration and Termination. 20.1 21.1 In case of expiration or termination of this Agreement Offtake Supply Agreement, for any reason: 20.1.1 The (i) the Supplier shall fulfill fulfil the Orders then in force, force except in the case of termination pursuant to Article 19.2.7 20.2(xiv) (PepsiNestlé Waters’s failure to pay) in which case whereby Article 20.2 21.2 shall apply; and 20.1.2 [***] (ii) each Party shall immediately return to the other Party all Confidential Information and technical documents owned by the other Party and shall cease to use any such Confidential InformationInformation or technical documents. This provision shall not apply if Nestlé Waters terminates this Offtake Supply Agreement for breach of contract pursuant to Article 20.1. 20.2 21.2 In the event the Buyers fail of termination pursuant to purchase and pay for the Offtake Volumes and the Supplier terminates this Agreement as a result thereofArticle 20.2(xiv) (Nestlé Waters’s failure to pay): 21.2.1 Subject to Article 21.2.2, Pepsi Nestlé Waters shall [***] Nothing contained in specified under this Article 20.2 shall affect either Party’s rights under Article 22 Offtake Supply Agreement and the Supplier or the Confidentiality Agreements. Notwithstanding anything relevant Supplier Affiliates shall [***] 21.2.2 [***] 21.2.3 The Supplier shall have a good faith obligation 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 21.3 Termination or expiration expiry of this Offtake Supply 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 expiry and shall not affect any provision of this Offtake Supply Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination or expiry, expiry including Article 8 (Price and Payment), Article 11 (Customs Clearance), Article 13 without limitation Articles 14 (Priority Rights to Additional Product), Article 15 (Competitive Advantage), 17 (Intellectual Property), Article 20 21 (Consequence Consequences of Expiration and Termination), Article 21 22 (Representations and WarrantiesWarranties- Specific Commitments), Article 22 23 (Liability and Insurance), Article 24 31 (Confidentiality—Public Announcements), Article 25 32 (Non Solicitation), Article 28.8 (Governing Law; Venue; Waivers), Article 28.9 34 (Independent ContractorsParties) and Article 28.10 37.8 (Election of RemediesApplicable Law—Jurisdiction). 20.4 21.4 Subject to Article 19.321.2 (and except as otherwise expressly provided in the Secured Promissory Note), any remaining and unapplied portion of the credit for prepayment pursuant to Article 8 at the time of termination or expiry shall be reimbursed to Nestlé Waters within [***] after termination or expiry of this Offtake Supply Agreement. 21.5 In order to ensure Nestlé Waters’s rights to prompt payment and compliance with the terms of the Secured Promissory Note, if a Triggering Event occurspayment default occurs and during the continuance thereof beyond any applicable notice and cure periods, then Pepsi Nestlé Waters shall provide written notice thereof to the Supplier and after the expiration of such applicable cure period, Nestlé Waters may take any or all of the following actions in successive order as noted below, and in each case, in its reasonable discretion: 21.5.1 [***] 21.5.2 [***] 21.5.3 [***] [***]

Consequences of Expiration and Termination. 20.1 In case of Upon expiration or termination of this Agreement by a Party, as applicable, under Section 11.1 or Sections 11.2-11.6, the following shall apply: (a) Effective upon XXxxx’s receipt of a notice of termination of the Agreement from Amgen, TScan shall use Commercially Reasonable Efforts to promptly and efficiently wind down its research activities under the Research Work Plan then in effect (if any). (b) TScan shall cease all Program Research, and the restrictions on TScan pursuant to Section 6.4 shall terminate upon expiration of the Indication Exclusivity Period; provided, however, that TScan shall not directly or indirectly use or reference any Confidential Information of Amgen 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 applyfurther activities; and 20.1.2 Amgen Contract No. [***] each xliv (c) All licenses granted pursuant to Section 6.1 and Section 6.2 by either 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.will terminate; 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 (d) Termination or expiration of this Agreement, however caused, shall Agreement will be without prejudice to any obligations or rights payments that accrued but were unpaid before the effective date of either such termination; (e) The JSC (and all subcommittees) will be dissolved as of the Parties which may have accrued before termination or effective date of such termination; (f) If, prior to the expiration and shall not affect any provision of the Program Term, this Agreement which is expressly or terminated by implication intended Amgen pursuant to come into effect onSection 11.2, Section 11.3, or Section 11.6, Amgen, its Affiliates and Sublicensees may continue to continue in effect after, such termination Exploit Identified Targets or expiry, including Products and Amgen’s obligations under Article 8 (Price and Paymentother than to the extent accrued but unpaid at the time of such termination) shall terminate; (g) If this Agreement is terminated by Amgen or TScan in any circumstance other than as described in Section 11.7(f), and Amgen, its Affiliates or Sublicensees continue to exploit Identified Targets or Products, the terms set forth in Article 11 8 shall survive such termination until the expiration of the Development Milestone Term, Commercial Milestone Term, or Royalty Term, as applicable; and (Customs Clearance)h) Certain provisions herein will survive termination, 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)in accordance with Section 11.10. 20.4 Subject to Article 19.3, if a Triggering Event occurs, then Pepsi may [***]

Consequences of Expiration and Termination. 20.1 13.1 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 will return to the other Party or destroy within thirty (30) days all Confidential Information owned by the other Party and shall will immediately cease to use any such Confidential Information. 20.2 13.2 In the event the Buyers fail Buyer breaches its obligations beyond all applicable notice and cure periods, including failure to purchase and pay for the Offtake Volumes and Volumes, the Supplies may exercise, from time to time, one or more of the following remedies: 13.2.1 Suspend performance of its obligations under this Agreement, including suspension of all further processing of Resin (during which time Supplier terminates may sell such Resin to third parties) until such breach is cured; 13.2.2 Terminate this Agreement as a result thereof, Pepsi shall following which [***] ]. Nothing contained in this Article 20.2 shall 13 will affect either Party’s rights under Article 22 15 or the Confidentiality Agreements. Notwithstanding anything Agreement; 13.2.3 Proceed to the contrary herein, Pepsi acknowledges exercise any other right or remedy 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 it may have available to it under this Agreement, Applicable Law or in equity, including specific performance. 20.3 13.3 Except as expressly set forth herein, termination or expiration of this Agreement, however caused, shall will be without prejudice to any obligations or rights of either of the Parties which may have accrued before termination or expiration and shall will 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 6 (Price and Payment), Article 11 (Customs Clearance), this Article 13 (Priority Rights to Additional Product), Article 15 (Intellectual Property), Article 20 (Consequence of Expiration and Termination), Article 21 14 (Representations and WarrantiesConsequential Damages), Article 22 15 (Liability and InsuranceConfidentiality), Article 24 (Confidentiality—Public Announcements), Article 25 (Non Solicitation), Article 28.8 and Section 17.7 (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 [***]