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. 13.3.1 Upon the expiration or termination of this Agreement, neither Party shall be relieved or discharged from any liability under this Agreement which arose prior to the date of such expiration or termination.
13.3.2 The provisions of Article 4 (Restrictions on Disclosure and Use of Licensor Confidential Information), Article 8 (Restrictions on Disclosure and Use of Licensee Confidential Information), and Section 12.6 (Use of Licensor’s Name; Confidentiality of Agreement and Terms) shall survive the expiration or termination of this Agreement for a period of two (2) years. The provisions of Article 9 (Representations and Warranties), Article 10 (Disclaimers), Article 11 (Indemnification and Insurance), Section 12.4 (Defense of Third Party Infringement Claims), Article 14 (Governing Law; Dispute Resolution), Section 15.7 (Notices) and Section 15.13 (Remedies Not Exclusive), shall survive indefinitely the expiration or termination of this Agreement.
13.3.3 If, upon the expiration or termination of this Agreement, Licensee or any Licensee Affiliate or Sublicensee then possess Licensed Products, has started the manufacture of any Licensed Products, or has accepted orders therefor, Licensee or Licensee Affiliates or Sublicensees shall have the right to sell their inventories, complete the manufacture and marketing of such Licensed Products for a period not to exceed twelve (12) months following such expiration or termination. During the twelve month sell-off period, Licensee shall continue to deliver reports to Licensor and maintain records as required under Article 6 hereof, and to make payments to Licensor as required under Article 5 hereof.
13.3.4 The expiration or termination of the Agreement shall not have the effect of terminating any other license nor otherwise affect the parties’ respective rights and obligations under any other licenses. For the avoidance of doubt, expiration or termination of this Agreement or the expiration or termination of the License shall have the effect of terminating (i) Licensor’s rights to any Licensee Improvements or any of Licensee Confidential Information and (ii) Licensee’s rights to use Licensor Rights and Confidential Information under this Agreement.
13.3.5 Except as expressly agreed in writing by the Parties, Licensor and Licensee each agrees to return to the other Party, and to cause its representatives to return to the other Party on or before the sixtieth (60th) day after expiration or termination of this Agreeme...
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. (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. 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. 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. 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.
Consequences of Expiration or Termination. A. On expiration or termination of this Agreement for any reason, all rights granted herein to Distributor and sub-distributors, if any, hereunder will immediately cease. Upon such expiration or termination, Distributor, at the request and sole expense of Xxxx but for no additional consideration or remuneration except for any governmental transfer fees, shall assign to Xxxx or its designee all Governmental Approvals owned or controlled by Distributor that were obtained at Xxxx’x sole expense, to the extent permitted by governmental authority, and/or fully cooperate with Xxxx at Xxxx’x expense in obtaining any other Governmental Approvals in the name of Xxxx or its designee.
B. Sections III(ix) and III(xi), and Articles II, IV, VI, VII, IX, XI, and XIV of this Agreement shall survive its expiration or termination.
C. In addition, the following terms and conditions shall survive the expiration or termination of this Agreement and be continuous obligations of Distributor:
(i) all the Product that is in good and marketable condition that is owned by Distributor, including the inventory held by Xxxx under Section V(I) of this Agreement, as of the date of expiration or termination may for a period of six (6) months following such expiration or termination be sold by Distributor under the terms and conditions of this Agreement, as if the same were still in full force and effect, provided that such sell-off occurs at Distributor’s regular selling price;
(ii) or at Xxxx’x election, all the Product owned by Distributor before or after the effective date of expiration or termination may be resold to Xxxx for the original net price paid by Distributor, FCA (Incoterms 2000) Xxxx or such place of business within the Territory as Xxxx shall designate;
(iii) all Product owned by Distributor as of the date of expiration or termination or acquired by Distributor after termination or expiration shall under no circumstances be sold at a price below the highest price charged by Distributor for such Product immediately prior to the expiration or termination of this Agreement;
(iv) all the Product in Distributor’s possession or control which has not been paid for by Distributor shall be shipped to Xxxx, FCA (Incoterms 2000) Xxxx or such place of business within the Territory as Xxxx shall designate;
(v) all catalogs, brochures, promotional literature, films, drawings, specifications, technical documents, sales manuals, customer account lists, invoices, mailing lists, letters, pa...
