Consequences of Expiration or Termination. (a) Consequences of Termination of this Agreement with Respect to One or More Country(ies) but Not in the Entire Territory. Upon early termination of this Agreement by Licensee pursuant to Section 12.3 (Termination by Licensee) or by Coherus pursuant to Section 12.5 (Termination for Material Breach) with respect to a country (but not all countries in a Territory):
(i) the licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) with respect to the Product shall terminate in such terminated country, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(a)(ii);
(ii) promptly after the effective date of such termination, Licensee shall commence winding down its Development and Commercialization activities for such country under the oversight of the JSC, and shall complete any and all such wind-down Development and Commercialization activities within three (3) months after the effective date of such termination;
(iii) Licensee shall and hereby does grant to Coherus, effective as of the effective date of such termination, the exclusive, perpetual, royalty-free, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP to develop, make, have made, use, sell, offer to sell, have sold and import the Product in such country;
(iv) Licensee shall and hereby does assign, at its cost, and shall cause its Affiliates (as applicable) to assign, to Coherus, effective as of the effective date of such termination, all of Licensee’s (or its Affiliate’s) rights, title and interests in and to the Product Trademark and all relevant trademark applications and registrations with respect thereto in such terminated country. Each Party shall execute and deliver or shall cause its Affiliates (as applicable) to execute and deliver to the other Party all documents that are necessary to fulfill the obligations set forth in this Section 12.7(a)(iv);
(v) Licensee shall assign to Coherus or Coherus’ designee its entire right in all clinical and related study data based on use or research on such Product and all Regulatory Filings and Regulatory Approvals relating to such Product in the terminated country, and shall provide reasonable assistance to Coherus or its designee to allow such party to become the holder of such Regulatory Approvals; and
(vi) Licensee shall promptly notify Coherus of any and all agreements between Licensee (and/or its Affiliates) and Third...
Consequences of Expiration or Termination. All of the following effects of expiration or termination, as applicable, are in addition to the other rights and remedies that may be available to the Parties at law or in equity.
Consequences of Expiration or Termination. Upon expiration or receipt of notice of termination of this Agreement, the Licensee shall furnish Licensor with a detailed inventory of stock of the API and the Licensed Products held at the date of such notice together with a projection of sales up to the effective date of termination. Within ten (10) days following the effective date of termination or expiration, the Licensee shall furnish Licensor with a statement, certified by an accountant instructed by Licensor, showing in detail the stock of the API and the Licensed Products owned by the Licensee on the effective date of termination or expiration and the invoiced value thereof. The Licensor may discuss with the Licensee from time to time that whether the Licensee has the right to manufacture the Licensed Products with the API during the first six (6) months after the effective date of termination of this Agreement, provided the Licensor decides not to purchase the API back according to the following provisions at Licensor’s discretion. The Licensor may discuss with the Licensee from time to time that whether the Licensee has the right to sell out the Licensed Products during the first six (6) months after the effective date of termination of this Agreement, provided the Licensor decides not to purchase them back according to the following provisions. The Licensor may at its option repurchase the full stock or parts of the stock of the Licensed Products owned by the Licensee remaining after the effective date of termination at the price mutually agreed by the Licensee to the Licensor. The repurchase option may be exercised by the Licensor by sending a written notice to the Licensee at any time during a period of forty-five (45) days after receipt by the Licensor of the accountant's certified statement referred to in Clause 14.2, during which period the Licensee will accord the Licensor's accredited representatives free access during normal business hours to the stock for the purposes of viewing and inspection. Delivery of the stock specified in the written notice (for pick-up by Licensor or its designee at the Licensee's warehouse) shall be made within twenty (20) days after the Licensee has received such notice. Arrangements for the shipment of such stock shall be made by the Licensor or its designee. It is agreed by the Licensor and the Licensee that the settlement of the remaining API following the termination of this Agreement shall be negotiated in good faith by both Parties within thirty (30) d...
Consequences of Expiration or Termination. Upon expiration or earlier termination of this Agreement by either Party under Section 8.2 hereof, the following provisions shall apply:
(a) Expiration or Earlier Termination by ImmunoGen under Section 8.2(b) or 8.2(c) or by Novartis under Section 8.2(a). If this Agreement expires in accordance with its terms or is earlier terminated by ImmunoGen under Section 8.2(b) or 8.2(c) hereof or by Novartis under Section 8.2(a) hereof, then (i) the license granted by ImmunoGen to Novartis pursuant to Section 2.1 hereof shall immediately terminate, and Novartis shall discontinue the use of any Licensed Technology [***] except to the extent provided in any outstanding Exclusive License; (ii) all unexercised Holding Options and Reserve Options granted by ImmunoGen pursuant to Sections 3.1(a) and 3.1(b) hereof shall immediately terminate; and (iii) each Party shall promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain, subject to Section 6 hereof, (A) one (1) copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder, (B) any Confidential Information of the other Party contained in its laboratory notebooks or databases, and (C) any Confidential Information of the other Party to the extent reasonably required to exercise its rights and perform its obligations under any outstanding Exclusive License. Notwithstanding the foregoing, no Exclusive License granted or related License Agreement executed as of the date of termination shall be affected by any termination of this Agreement.
(b) Termination by Novartis under Section 8.2(b) or 8.2(c). If this Agreement is terminated by Novartis under Section 8.2(b) or 8.2(c) hereof, then (i) the license granted by ImmunoGen to Novartis pursuant to Section 2.1 hereof shall survive until [***] the date on which Novartis shall have taken the maximum number of Exclusive Licenses available to Novartis pursuant to Section 3.3 hereof; (ii) such license shall be expanded to permit Novartis and its Affiliates to perform any and all activities in connection with the Research Program that would otherwise have been performed by ImmunoGen; (iii) Novartis’ obligations under Section 5.2 hereof shall thereafter [***]; (iv) Novartis’ right to take Holding Options, Reserve Options and Exclusive Licenses, subject to the terms and conditions of Section 3 hereof, shall s...
Consequences of Expiration or Termination. (a) The following Articles and Sections of this Amended and Restated License Agreement shall survive its termination or expiration: Articles 5, 8 and 10, and Sections 2.3, 3.5, 6.2, 7.3, 7.4 and 9.4. In addition, upon the expiration of this Amended and Restated License Agreement or in the event of termination by Shell pursuant to Section 9.2, Section 2.1 shall survive such expiration or termination, as the case may be.
Consequences of Expiration or Termination. Upon expiration or prior termination of this Agreement:
Consequences of Expiration or Termination. After receiving or providing notice of cancellation or termination of this Agreement or a PWA, Xxxxxx shall promptly act to mitigate and cancel, to the extent commercially reasonable, all obligations that would incur expense related to the Agreement or the cancelled or terminated PWA, as applicable; and Xxxxxx shall not, without Client’s prior approval, perform any additional Production, incur expenses (other than those reasonably required by the cancellation or termination (e.g. orderly termination of Production activities, waste and Components disposition, etc.)), or enter into any other obligations related to this Agreement or the cancelled or terminated PWA, as applicable. Upon cancellation, termination or expiration of this Agreement or a PWA, Xxxxxx shall make no further use of and, unless otherwise directed by Client, shall in accordance with Client’s instructions, either ship to Client or its designated consignee, store (at Client’s expense, at the storage fee set forth in the related PWA or, if none, at Althea’s usual and customary rates), or destroy, all Client Supplied Components, all Xxxxxx Supplied Components, all work-in process and any other materials and supplies paid for by Client, all Client Product, and all other Client Information and Materials which are pertinent to this Agreement or such PWA, as applicable, subject, in each case, to Client’s payment obligations with respect thereto. Notwithstanding the foregoing, Xxxxxx may, in accordance with the terms of the applicable PWA(s) or the Quality Agreement or as required by applicable Legal Requirements, retain information, records and materials, provided that retained information, records and materials may be used for documentation purposes only and provided further that, notwithstanding anything to the contrary in this Agreement, for so long as Xxxxxx retains such information, records and materials and until it destroys or delivers to Client or its designated consignee the retained information, records and materials, the obligations of nonuse and confidentiality set forth in the Agreement shall not expire pursuant to Section 9.6 and shall continue to apply to the retained information, records and materials.
Consequences of Expiration or Termination. (a) If Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure), or if Codexis terminates this Amended and Restated Research Agreement pursuant to Section 11.2(b) (Termination for Convenience), then (i) the Amended and Restated License Agreement shall continue according to its terms; and (ii) Codexis shall pay to Shell any amount previously paid to Codexis pursuant to Section 3.3 that, as of the effective date of such termination, has not been spent on performing Codexis’ obligations under the Program and does not correspond to a non-cancellable commitment with respect to such performance; provided, however, that in the event that Shell terminates this Amended and Restated Research Agreement prior to the sixth (6th) anniversary of the Effective Date pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure) (provided such termination pursuant to Section 12.4 occurs no sooner than nine (9) months after the applicable force majeure event and provided further that Codexis is the Party affected by such force majeure event and provides Shell with the full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and Codexis can represent in good faith that it can resume its performance under this Amended and Restated Research Agreement, no later than nine (9) months after such force majeure event), Codexis shall refund the exclusivity fee paid by Shell to Codexis in accordance with Section 3.2 on a pro rata basis based on the quotient obtained by dividing (A) the duration of time remaining between the effective date of such termination and the sixth (6th) year anniversary of the Effective Date by (B) five (5) years. By way of example, if Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 on the fourth (4th) anniversary of the Effective Date, then Codexis shall refund Eight Million United States Dollars ($8,000,000) to Shell.
(b) The following Articles and Sections of this Amended and Restated Research Agreement shall survive its termination or expiration: Articles 4, 5, 10 and 12, and Sections 2.4(a)(iii), 6.1, 8.3, 9.4, 9.5 and 11.4.
(c) Termination of this Amended and Restated Research Agreement for any reason shall be without prejudice to (i) the rights and obligations of the Parties set forth in any A...
Consequences of Expiration or Termination. (a) Upon expiration or termination of this Agreement, the Contractor shall promptly pay the Licensor all amounts then due under this Agreement, terminate all use by it of any service mark, tradename, trademarx xxrtification mark or corporate name thxx xncludes any of the foregoing words: avoid all subsequent use of all service marks, tradenames, trademarks, certification marks or corporate names likely to be confused with ULTRALINER as well as all stationery, invoices, signs or other visual devices displaying or otherwise associated with ULTRALINER; terminate all use of the Subject Matter and the Licensor's Confidential Material, as well as the use and sale of any products under any Patent Rights or Copyrights or the Know-how; and assign to the Licensor free of charge, any and all rights and claims to any and all rights arising from the use of ULTRALINER, or any combination involving ULTRALINER, the above mentioned Corporate rights in the Territory; and return to the Licensor all Confidential Material in its possession, and any copies which it has made of the same. Following termination, the Contractor shall continue to be obligated to provide all after sales services for which it has theretofore contracted, including the honoring of all contract warranties. Should the Contractor fail to fulfill such obligations, and should the Licensor, in its reasonable discretion after notice to the Contractor, whether for reason of preserving product goodwill or otherwise, choose to perform any such obligations (this paragraph in no way to be construed as an assumption by the Licensor of any obligations for which it is not specifically contractually responsible), then the Contractor shall promptly reimburse the Licensor the reasonable charges issued by the Licensor to the Contractor of performing such obligations of the Contractor. If the Contractor is a corporation having the word ULTRALINER as a part of its corporate name, the Contractor shall, within 60 days of termination, amend its corporate name to remove the word ULTRALINER therefrom.
(b) Each party hereto shall promptly pay to the other party all damages, costs and expenses, including reasonable attorney's fees, incurred by such other party by reason of default on the part of such party hereto, whether or not such default occurred prior to or subsequent to the termination or expiration of this Agreement, and said sum shall include all
(c) In the event of the termination of this Agreement by the Licensor or Cont...
Consequences of Expiration or Termination. Subject to the provisions of Section 6.2, upon expiration or termination of the Term, the following shall survive any such expiration or termination: (i) the obligations of Sections 2.2, 2.3, 4.2,5.2,5.3,5.4,5.5.6.3 and 6.4 and Articles 7, 8, 9, 10 and 11 (and any sections in the Exhibits referenced therein); (ii) subject to the continuing payment of royalties, Licensee’s right to make, have made, offer to sell, sell, import or otherwise distribute copies of Devices under Section 2.1(b), where the design or development of such Devices has been commenced as of the expiration or termination, (iii) subject to the continuing payment of maintenance fees (pursuant to Section 4.2), the right to receive continuing maintenance services; (iv) the right to use the Licensed Technology to continue to design and develop any Devices (under Section 2.1(a) which have been commenced as of the expiration or termination; and (v) any right or obligation of a party that has accrued as of the effective date of any termination or expiration, including without limitation, obligations to pay amounts owed.
