Common use of Consequences of Expiration or Termination Clause in Contracts

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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 For the avoidance of doubt, after termination of this Agreement due to the expiration of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 Upon the expiration or termination of this Agreement for any reason other than expiration of the License Period as provided in Section 13.1(i), Licensor shall accept an assignment by Licensee of any sublicenses granted by Licensee to entities other than Affiliates, and any sublicense so assigned shall remain in full force and effect.

Consequences of Expiration or Termination. 13.3.1 Upon the expiration or receipt of notice of termination of this Agreement, neither Party the Distributor shall be relieved or discharged from any liability under this Agreement which arose prior to furnish Principal with a detailed inventory of stock of the Products held at the date of such expiration notice together with a projection of sales up to the effective date of termination. Within ten (10) Business Days following the effective date of termination, the Distributor shall furnish Principal with a statement, certified by the Distributor’s accountant or termination. 13.3.2 the accountant instructed by Principal at the sole discretion of the Principal, showing in detail the stock of the Products owned by the Distributor on the effective date of termination and the invoiced value thereof. The provisions Distributor has the right to sell out these Products, at their own cost, during six (6) months after the effective date 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 (the “Agreed Sold-Out Period”), provided Principal decides not to purchase them back according to the following provisions and decides to permit the Distributor to continually sell out the remaining Products. Distributor shall not continually sell out the stocks after the Agreed Sold-Out Period, any fees and expenses which are connected with or result from the stocks remaining after the Agreed Sold-Out Period shall be borne by the Distributor. In the case that the Principle decides to purchase the remaining Products, Principle shall only repurchase the stocks which have a remaining shelf life of more than 33%, and the remaining stocks that have a remaining shelf life of less than 33% shall not be repurchased by Principal nor continually sold by Distributor. Principal may at its option repurchase the full stock or parts of the stock of the Products owned by the Distributor remaining after the effective date of termination at the Supply Price paid by the Distributor to Principal. The repurchase option may be exercised by Principal by sending a written notice to the Distributor at any time during a period of two forty-five (245) yearsBusiness Days after receipt by Principal of the accountant's certified statement referred to in Clause 24.2, during which period the Distributor will accord Principal's accredited representatives free access during normal business hours to the stock for the purposes of viewing and inspection. The provisions Delivery of Article 9 the stock specified in the written notice (Representations and Warranties), Article 10 for pick-up by Principal or its designee at the Distributor's warehouse) shall be made within twenty (Disclaimers), Article 11 (Indemnification and Insurance), Section 12.4 (Defense of Third Party Infringement Claims), Article 14 (Governing Law; Dispute Resolution), Section 15.7 (Notices20) and Section 15.13 (Remedies Not Exclusive), shall survive indefinitely Business Days after the expiration or termination of this Agreement. 13.3.3 If, upon Distributor has received such notice. Arrangements for 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 shipment of such Licensed Products for a period not to exceed twelve (12) months following such expiration stock shall be made by Principal or terminationits designee. 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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 For the avoidance of doubt, after termination of this Agreement due to the expiration of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 Upon the expiration or termination of this Agreement for any reason reason: Distributor shall cease to promote, market or advertise the Products or make use of any of the Licensed Marks other than expiration for the purpose of selling the Products to End Customers whose orders were accepted prior to the Termination Date; Distributor may continue to perform and discharge its contractual obligations to sell and supply Products to End Customers according to binding orders which Distributor had entered into prior to the Termination Date and none of the License Period Parties shall be relieved from its obligations under the provisions of this Agreement to the extent that such obligations are required to be performed for the purpose of selling the Products to such End Customers; The expiry or termination of this Agreement shall not exempt any of the Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party and all invoices to be rendered by a Party in respect of Products ordered or services performed prior to the Termination Date but for which such Party had not yet rendered an invoice as at the Termination Date. Upon the expiration or termination of this Agreement, Distributor shall immediately return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation (including documents with respect to Marketing Authorizations) in whatever form (including electronic form) with regard to the Product as well as any other document in whatever form (including electronic form) containing or comprising Principal’s Confidential Information or other Intellectual Property with regard to such Product which is under the control of Distributor or Affiliates of Distributor, including copies thereof, to Principal without retaining any copies thereof, unless the retention is required by the applicable laws or regulations. Subject as otherwise provided in Section 13.1(i)herein and to any rights or obligations which have accrued prior to the Termination Date, Licensor neither Party shall accept an assignment have any further obligation to the other under this Agreement. The provisions of Clauses 2, 15, 18, 21, 22, 24, 27, 28, 29, 30 and such other provisions of this Agreement that by Licensee their nature are intended to survive shall survive the expiration or termination of any sublicenses granted by Licensee to entities other than Affiliates, this Agreement and any sublicense so assigned shall remain continue in full force and effect.

Consequences of Expiration or Termination. 13.3.1 Upon the expiration or receipt of notice of termination of this Agreement, neither Party the Licensee shall be relieved or discharged from any liability under this Agreement which arose prior to furnish Licensor with a detailed inventory of stock of the API and the Licensed Products held at the date of such expiration or notice together with a projection of sales up to the effective date of termination. 13.3.2 The provisions . Within 10 days following the effective date of Article 4 (Restrictions termination, 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 Disclosure the effective date of termination 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) yearsinvoiced value thereof. The provisions Licensee has the right to sell out these Licensed Products during the first 6 (six) months after the effective date 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, provided Licensor. The repurchase option may be exercised by Licensor by sending a written notice to the Licensee at any time during a period of 45 days after receipt by Licensor of the accountant's certified statement referred to in Clause 15.2.15.2, during which period the Licensee will accord 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 any its designee at the Licensee's warehouse) shall be made within 20 days after the Licensee Affiliate or Sublicensee then possess Licensed Products, has started received such notice. Arrangements for 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 shipment of such Licensed Products for a period not to exceed twelve (12) months following such expiration stock shall be made by Licensor or terminationits designee. During the twelve month sell-off period, Licensee shall continue to deliver reports to It is agreed by 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 Licensee that the settlement of remaining API following 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 shall be negotiated in good faith by both Parties within 30 days after 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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 For the avoidance of doubt, after termination of this Agreement due to the expiration of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 . Upon the expiration or termination of this Agreement for any reason reason: Licensee shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than expiration for the purpose of selling the Licensed Products to End Customers whose orders were accepted prior to the Termination Date; and Licensee may continue to perform and discharge its contractual obligations to sell and supply Licensed Products to End Customers according to binding orders which Licensee had entered into prior to the Termination Date; and The expiry or termination of this Agreement shall not exempt any of the License Period Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. The payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party. Licensee shall take all reasonable measures required to transfer any Registration that has been issued in its or its designee’s name as the Licensor's Licensee, to the Licensor or such party as the Licensor may designate, as soon as reasonably possible but in any event within two (2) months from the date of expiration or termination. Upon the expiration or termination of this Agreement, Licensee shall return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation (including documents with respect to Marketing Authorizations) in whatever form (including electronic form) with regard to the Licensed Product as well as any other document in whatever form (including electronic form) containing or comprising Licensor’s Confidential Information or other Intellectual Property with regard to such Licensed Product which is under the control of Licensee or Affiliates of Licensee, including copies thereof, to Licensor without retaining any copies thereof, unless the retention is required by all the Applicable Laws. The documentation transfer should be done within one (1) month after the registration transfer has been completed. Subject as otherwise provided in Section 13.1(i)herein and to any rights or obligations which have accrued prior to the Termination Date, Licensor neither Party shall accept an assignment have any further obligation to the other under this Agreement. The provisions of Clauses 2, 5, 8, 10, 11, 13, 15, 18, 19, 20, 21 and such other provisions of this Agreement that by Licensee their nature are intended to survive shall survive the expiration or termination of any sublicenses granted by Licensee to entities other than Affiliates, this Agreement and any sublicense so assigned shall remain continue in full force and effect.

Consequences of Expiration or Termination. 13.3.1 (a) Upon the expiration or termination of this Agreement, neither Party the Contractor shall promptly pay the Licensor all amounts then due under this Agreement, terminate all use by it of any service mark, tradenames, trademark, certification mark or corporate nxxx that includes any of the forgoing words; xxoid 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 costs and expenses, including reasonable attorney's fees, incurred by such other non-defaulting party in obtaining injunctive or other relief to enforce the provisions of this Agreement. Notwithstanding the foregoing, in any dispute under this agreement, the ultimate prevailing party shall be relieved entitled to recover from the other party its reasonable attorney's fees. No right or discharged from remedy herein conferred upon or reserved to either party is exclusive of any liability under other right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every right or remedy given hereunder. In addition to whatever remedy or remedies a party may have by way of damages for violation of the provisions of 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 and/or expiration or termination of this Agreement for a period of two (2) years. The the same, such party shall also have the right to injunctive relief to enforce 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 (c) In 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 event 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 by the Licensor or Contractor as a consequence of any event described under sub-paragraphs (i), (iii), or (iv) or Paragraph (a) of Section 6.02 or 6.01 hereof, the expiration Licensor shall thereafter assist the Contractor in disposing of any Materials or termination Apparatus then in the possession of the License shall have Contractor, including but not limited to the effect sale of terminating (i) excess inventory to other qualified Licensees, subject in such case to the constraints of the Licensor’s rights to any Licensee Improvements or any of Licensee Confidential Information 's business and (ii) Licensee’s rights to use Licensor Rights and Confidential Information under this Agreementits other obligations. 13.3.5 Except as expressly agreed in writing (d) Licensor shall supply to the Contractor, at the current rates and prices, any and all materials or apparatus Contractor may need to complete any outstanding projects or projects that may have been bid prior to the termination, but not awarded, and a bid bond was provided by the PartiesContractor, Licensor and Licensee each agrees to return to provided 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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 For the avoidance of doubt, after termination of this Agreement due to the expiration of the License Period as provided Contractor is not in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 Upon the expiration or termination of this Agreement for any reason other than expiration of the License Period as provided in Section 13.1(i), Licensor shall accept an assignment by Licensee default of any sublicenses granted by Licensee to entities other than Affiliates, and any sublicense so assigned shall remain in full force and effectprovision of Section 6.02.

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 possesses 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, its inventory and 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 and DTI 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 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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 No expiration or termination of this Agreement shall relieve Licensee of the liability for payment of any royalty due to DTI for Licensed Products made prior to the effective date of such expiration or termination. 13.3.7 For the avoidance of doubtdoubt and notwithstanding anything to the contrary, after termination of this Agreement due to the expiration of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 11.1, 11.3 and 11.3 11.4 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 Upon the expiration or termination of this Agreement for any reason other than expiration of the License Period as provided in Section 13.1(i), Licensor shall accept an assignment by Licensee of any sublicenses granted by Licensee to entities other than Affiliates, and any sublicense so assigned shall remain in full force and effect.

Consequences of Expiration or Termination. 13.3.1 Upon the expiration or receipt of notice of termination of this Agreement, neither Party the Licensee shall be relieved or discharged from any liability under this Agreement which arose prior to 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 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) yearsinvoiced value thereof. The provisions 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 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, 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 or any from time to time that whether the 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 out the manufacture and marketing of such Licensed Products for a period not to exceed twelve during the first six (126) months following such expiration or termination. During after 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 effective date 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 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 Confidential Information 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 Confidential Information, respectively. 13.3.6 For inspection. Delivery of the avoidance 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 doubt, after 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 due to shall be negotiated in good faith by both Parties within thirty (30) days after the expiration termination of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 this Agreement. Upon the expiration or termination of this Agreement for any reason reason: The Licensee shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than expiration for the purpose of selling the Licensed Products to the End Customers whose orders were accepted prior to the effective date of termination hereof (the “Termination Date”); The Licensee may continue to perform and discharge its contractual obligations to sell and supply the Licensed Products to the End Customers according to binding orders which the Licensee had entered into prior to the Termination Date; The expiry or termination of this Agreement shall not exempt any of the License Period Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. The payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party; and Licensee shall take all reasonable measures required to transfer any Registration that has been issued in its or its designee’s name as provided the Licensor's Licensee, to the Licensor or such party as the Licensor may designate, as soon as reasonably possible but in Section 13.1(i)any event within two (2) months from the date of expiration or termination. Upon the expiration or termination of this Agreement, Licensor shall accept an assignment by Licensee have the right to seek a qualified successor (“Successor”) to take over the manufacture of any sublicenses granted by Licensee to entities other than Affiliatesthe Licensed Product, and Licensee shall further use commercially reasonable efforts to assist Licensor and the Successor or their designated party to fulfill the obligation of compliance with the Applicable Laws to transfer the manufacture of the Licensed Product, vary the Licensed Product manufacturer in relevant regulatory approvals and manage to manufacture the quality Products, including but not limited providing Licensor or the Successor or their designated party with the Know-how list as set out in Exhibit B promptly. Upon the expiration or termination of this Agreement, the Licensee shall immediately return any sublicense so assigned documentation and/or material provided to the Licensee by the Licensor and any document Licensee received from authority like approval letter, etc., during the agreement term , including the essential document, final document, master file, or any other kind of registration documentation (including documents with respect to the Marketing Authorizations) in whatever form (including electronic form) with regard to the Licensed Products as well as any other document in whatever form (including electronic form) containing or comprising the Licensor’s Confidential Information or other Intellectual Property with regard to such Licensed Product which is under the control of the Licensee or the Affiliates of the Licensee, including copies thereof, to the Licensor without retaining any copies thereof, unless the retention is required by all the Applicable Laws in the Territory. The documentation transfer should be done within one (1) month after the registration transfer has been completed. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall remain have any further obligation to the other under this Agreement. The provisions of Clauses 2, 7, 9, 10, 12, 14, 17, 18, 19, 20 and such other provisions of this Agreement that by their nature are intended to survive shall survive the expiration or termination of this Agreement and shall continue in full force and effect.

Consequences of Expiration or Termination. 13.3.1 Upon the expiration or receipt of notice of termination of this Agreement, neither Party the Distributor shall be relieved or discharged from any liability under this Agreement which arose prior to furnish Principal with a detailed inventory of stock of the Products held at the date of such expiration or notice together with a projection of sales up to the effective date of termination. 13.3.2 The provisions . Within ten (10) days following the effective date of Article 4 (Restrictions termination, the Distributor shall furnish Principal with a statement, certified by an accountant instructed by Principal and whose fee shall be borne by Principal, showing in detail the stock of the Products owned by the Distributor on Disclosure the effective date of termination 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) yearsinvoiced value thereof. The provisions Distributor has the right to sell out these Products during the first six (6) months after the effective date 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 provided Principal decides not to purchase them back according to the following provisions. Principal may at its option repurchase the full stock or parts of the stock of the Products owned by the Distributor remaining after the effective date of termination at the purchase price paid by the Distributor to Principal. The repurchase option may be exercised by Principal by sending a written notice to the Distributor at any Licensee Affiliate time during a period of forty-five (45) days after receipt by Principal of the accountant's certified statement referred to in Clause 27.2, during which period the Distributor will accord Principal'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 Principal or Sublicensee then possess Licensed Products, its designee at the Distributor's warehouse) shall be made within twenty (20) days after the Distributor has started received such notice. Arrangements for 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 shipment of such Licensed Products for a period not to exceed twelve (12) months following such expiration stock shall be made by Principal or terminationits designee at costs of Principal. 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 Agreement, Licensee Confidential Information and Confidential Information, respectively. 13.3.6 For the avoidance of doubt, after termination of this Agreement due to the expiration of the License Period as provided in Section 13.1(i), Licensee shall have a fully paid-up, non-cancelable worldwide non-exclusive right and license to make, have made, assemble, manufacture, develop, use, operate, market, lease, sell, offer for sale, distribute and service Licensed Products, and to practice or have practiced the Licensed Technology in connection with the licensed Products subject to continuation by Licensee of its obligations under Sections 11.1 and 11.3 hereof throughout the continued exercise by Licensee of its rights under such license. 13.3.7 Upon the expiration or termination of this Agreement for any reason reason: Distributor shall cease to promote, market or advertise the Products or make use of any of the Licensed Marks other than expiration for the purpose of selling the Products to End Customers whose orders were accepted prior to the Termination Date; Distributor may continue to perform and discharge its contractual obligations to sell and supply Products to End Customers according to binding orders which Distributor had entered into prior to the Termination Date and none of the License Period Parties shall be relieved from its obligations under the provisions of this Agreement to the extent that such obligations are required to be performed for the purpose of selling the Products to such End Customers; The expiry or termination of this Agreement shall not exempt any of the Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party and all invoices to be rendered by a Party in respect of Products ordered or services performed prior to the Termination Date but for which such Party had not yet rendered an invoice as at the Termination Date; and Upon the expiration or termination of this Agreement, Distributor shall immediately return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation (including documents with respect to Marketing Authorizations) in whatever form (including electronic form) with regard to the Product as well as any other document in whatever form (including electronic form) containing or comprising Principal’s Confidential Information or other Intellectual Property with regard to such Product which is under the control of Distributor or Affiliates of Distributor, including copies thereof, to Principal without retaining any copies thereof, unless the retention is required by the applicable laws or regulations. Subject as otherwise provided in Section 13.1(i)herein and to any rights or obligations which have accrued prior to the Termination Date, Licensor neither Party shall accept an assignment have any further obligation to the other under this Agreement. The provisions of Clauses 2, 18, 21, 24, 25, 27, 32, 33, 34, 35 and such other provisions of this Agreement that by Licensee their nature are intended to survive shall survive the expiration or termination of any sublicenses granted by Licensee to entities other than Affiliates, this Agreement and any sublicense so assigned shall remain continue in full force and effect. In witness whereof this Agreement has been executed by Principal and Distributor through their duly authorised representatives as of the date set forth above. For and on behalf of TOPRIDGE PHARMA (IRELAND) LIMITED For and on behalf of FUTURE HEALTH PHARMA GMBH By: _________________________________ Name: Guo Yuandong Title: Director By: _________________________________ Name: Xxxx Xxxxx Title: Owner Manager Portugal Imdur 60mg Isosorbide-5- mononitrate prolonged release tablets 1 X 10 tablets /blister; Imdur is indicated for the prophylaxis of angina pectoris.