Common use of Consequences of Expiration or Termination Clause in Contracts

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 10 days following the effective date of 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 the effective date of termination and the invoiced value thereof. The Licensee has the right to sell out these Licensed Products during the first 6 (six) months after the effective date of 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 its designee at the Licensee's warehouse) shall be made within 20 days after the Licensee has received such notice. Arrangements for the shipment of such stock shall be made by Licensor or its designee. It is agreed by Licensor and Licensee that the settlement of remaining API following the termination of this Agreement shall be negotiated in good faith by both Parties within 30 days after the termination of this Agreement. Upon the expiration or termination of this Agreement for any reason: Licensee shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than 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 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 herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall 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 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. (a) 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 10 days following the effective date of 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 the effective date of termination and the invoiced value thereof. The Licensee has the right to sell out these Licensed Products during the first 6 (six) months after the effective date of 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 its designee at the Licensee's warehouse) shall be made within 20 days after the Licensee has received such notice. Arrangements for the shipment of such stock shall be made by Licensor or its designee. It is agreed by Licensor and Licensee that the settlement of remaining API following the termination of this Agreement shall be negotiated in good faith by both Parties within 30 days after the termination of this Agreement. Upon the expiration or termination of this Agreement for any reason: Licensee shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than 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 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 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 documentation and/or materialcopies 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 essential documenthonoring of all contract warranties. Should the Contractor fail to fulfill such obligations, final documentand should the Licensor, master file, or any other kind of registration documentation (including documents with respect to Marketing Authorizations) in whatever form (including electronic form) with regard its reasonable discretion after notice to the Licensed Product 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 well as an assumption by the Licensor of 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 obligations for which it is under not specifically contractually responsible), then the control of Licensee or Affiliates of Licensee, including copies thereof, to Contractor shall promptly reimburse the Licensor without retaining any copies thereof, unless the retention is required reasonable charges issued 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 herein and to any rights or obligations which have accrued prior Licensor to the Termination DateContractor of performing such obligations of the Contractor. If the Contractor is a corporation having the word ULTRALINER as a part of its corporate name, neither Party the Contractor shall, within 60 days of termination, amend its corporate name to remove the word ULTRALINER therefrom. (b) Each party hereto shall have any further obligation promptly pay to the other under 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. The provisions Notwithstanding the foregoing, in any dispute under this agreement, the ultimate prevailing party shall be entitled to recover from the other party its reasonable attorney's fees. No right or remedy herein conferred upon or reserved to either party is exclusive of Clauses 2, 5, 8, 10, 11, 13, 15, 18, 19, 20, 21 and such any 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 that by their nature are intended to survive shall survive the and/or expiration or termination of the same, such party shall also have the right to injunctive relief to enforce the provisions of this Agreement. (c) In the event of the 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 Licensor shall thereafter assist the Contractor in disposing of any Materials or Apparatus then in the possession of the Contractor, including but not limited to the sale of excess inventory to other qualified Licensees, subject in such case to the constraints of the Licensor's business and shall continue in full force and effectits other obligations.

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 10 ten (10) days following the effective date of terminationtermination 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 sell out these manufacture the Licensed Products with the API during the first 6 six (six6) 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 45 forty-five (45) days after receipt by the Licensor of the accountant's certified statement referred to in Clause 15.2.15.214.2, 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 20 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 30 thirty (30) days after the termination of this Agreement. Upon the expiration or termination of this Agreement for any 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 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”); and 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; and 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 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, Licensor shall have the right to seek a qualified successor (“Successor”) to take over the manufacture of the 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 documentation and/or materialmaterial 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 Product 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 LawsLaws 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 have any further obligation to the other under this Agreement. The provisions of Clauses 2, 57, 89, 10, 1112, 1314, 1517, 18, 19, 20, 21 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. Upon expiration or receipt of notice of termination of this Agreement, the Licensee Distributor shall furnish Licensor Principal 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 10 days ten (10) Business Days following the effective date of termination, the Licensee Distributor shall furnish Licensor Principal with a statement, certified by an the Distributor’s accountant or the accountant instructed by LicensorPrincipal at the sole discretion of the Principal, showing in detail the stock of the API and the Licensed Products owned by the Licensee Distributor on the effective date of termination and the invoiced value thereof. The Licensee Distributor has the right to sell out these Licensed Products Products, at their own cost, during the first 6 six (six6) months after the effective date of termination of this AgreementAgreement (the “Agreed Sold-Out Period”), provided LicensorPrincipal 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 Licensor Principal by sending a written notice to the Licensee Distributor at any time during a period of 45 days forty-five (45) Business Days after receipt by Licensor Principal of the accountant's certified statement referred to in Clause 15.2.15.224.2, during which period the Licensee Distributor will accord LicensorPrincipal'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 Principal or its designee at the LicenseeDistributor's warehouse) shall be made within 20 days twenty (20) Business Days after the Licensee Distributor has received such notice. Arrangements for the shipment of such stock shall be made by Licensor Principal or its designee. It is agreed by Licensor and Licensee that the settlement of remaining API following the termination of this Agreement shall be negotiated in good faith by both Parties within 30 days after the termination of this Agreement. Upon the expiration or termination of this Agreement for any reason: Licensee Distributor shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than for the purpose of selling the Licensed Products to End Customers whose orders were accepted prior to the Termination Date; and Licensee Distributor may continue to perform and discharge its contractual obligations to sell and supply Licensed Products to End Customers according to binding orders which Licensee Distributor had entered into prior to the Termination DateDate and none of the 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; and 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 the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party. Licensee shall take Party and all reasonable measures required invoices to transfer any Registration that has been issued be rendered by a Party in its respect of Products ordered or its designee’s name as the Licensor's Licensee, services performed prior to the Licensor or Termination Date but for which such party Party had not yet rendered an invoice as at the Licensor may designate, as soon as reasonably possible but in any event within two (2) months from the date of expiration or terminationTermination Date. Upon the expiration or termination of this Agreement, Licensee 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 Licensed Product as well as any other document in whatever form (including electronic form) containing or comprising LicensorPrincipal’s Confidential Information or other Intellectual Property with regard to such Licensed Product which is under the control of Licensee Distributor or Affiliates of LicenseeDistributor, including copies thereof, to Licensor Principal 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 completedapplicable laws or regulations. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall have any further obligation to the other under this Agreement. The provisions of Clauses 2, 5, 8, 10, 11, 13, 15, 18, 1921, 2022, 21 24, 27, 28, 29, 30 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. Upon expiration or receipt of notice of termination of this Agreement, the Licensee Distributor shall furnish Licensor Principal 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 10 ten (10) days following the effective date of termination, the Licensee Distributor shall furnish Licensor Principal with a statement, certified by an accountant instructed by LicensorPrincipal and whose fee shall be borne by Principal, showing in detail the stock of the API and the Licensed Products owned by the Licensee Distributor on the effective date of termination and the invoiced value thereof. The Licensee Distributor has the right to sell out these Licensed Products during the first 6 six (six6) months after the effective date of termination of this Agreement, provided LicensorPrincipal 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 Licensor Principal by sending a written notice to the Licensee Distributor at any time during a period of 45 forty-five (45) days after receipt by Licensor Principal of the accountant's certified statement referred to in Clause 15.2.15.227.2, during which period the Licensee Distributor will accord LicensorPrincipal'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 Principal or its designee at the LicenseeDistributor's warehouse) shall be made within 20 twenty (20) days after the Licensee Distributor has received such notice. Arrangements for the shipment of such stock shall be made by Licensor Principal or its designee. It is agreed by Licensor and Licensee that the settlement designee at costs of remaining API following the termination of this Agreement shall be negotiated in good faith by both Parties within 30 days after the termination of this AgreementPrincipal. Upon the expiration or termination of this Agreement for any reason: Licensee Distributor shall cease to manufacture, promote, market or advertise the Licensed Products or make use of any of the Licensed Marks other than for the purpose of selling the Licensed Products to End Customers whose orders were accepted prior to the Termination Date; and Licensee Distributor may continue to perform and discharge its contractual obligations to sell and supply Licensed Products to End Customers according to binding orders which Licensee Distributor had entered into prior to the Termination DateDate and none of the 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; and 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 the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party. Licensee shall take Party and all reasonable measures required invoices to transfer any Registration that has been issued be rendered by a Party in its respect of Products ordered or its designee’s name as the Licensor's Licensee, services performed prior to the Licensor or Termination Date but for which such party Party had not yet rendered an invoice as at the Licensor may designate, as soon as reasonably possible but in any event within two (2) months from the date of expiration or termination. Termination Date; and Upon the expiration or termination of this Agreement, Licensee 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 Licensed Product as well as any other document in whatever form (including electronic form) containing or comprising LicensorPrincipal’s Confidential Information or other Intellectual Property with regard to such Licensed Product which is under the control of Licensee Distributor or Affiliates of LicenseeDistributor, including copies thereof, to Licensor Principal 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 completedapplicable laws or regulations. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall have any further obligation to the other under this Agreement. The provisions of Clauses 2, 5, 8, 10, 11, 13, 15, 18, 1921, 2024, 21 25, 27, 32, 33, 34, 35 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. 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 EXHIBIT A TO LICENSE AGREEMENT PRODUCTS, SUPPLY PRICE, THE MINIMUM ORDER QUANTITIES, FIELD OF USE AND DELIVERY TERM Country Product and Compound Name Presentation Field of Use Portugal Imdur 60mg Isosorbide-5- mononitrate prolonged release tablets 1 X 10 tablets /blister; Imdur is indicated for the prophylaxis of angina pectoris.