Common use of Consequences of Expiration Clause in Contracts

Consequences of Expiration. or Termination of this Agreement in its Entirety. Upon expiration of this Agreement under Section 12.1 (Term) with respect to all Products in all countries in the Territory, or early termination of this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics), Section 12.5 (Termination for Material Breach), or Section 12.6 (Termination upon Insolvency): (i) the licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix); (ii) Licensee shall return to BioGenerics within three (3) months of the effective date of such expiration or termination any and all BioGenerics Know-How or Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iii) promptly after the effective date of such termination or expiration, Licensee shall commence winding down its Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration; (iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products; (v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) shall be paid solely in accordance with Exhibit 12.7

Consequences of Expiration. or Termination Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: 12.8.1 Subject to the terms and conditions of this Agreement in its Entirety. Upon Agreement, following expiration of this Agreement under Section 12.1 (Term) the Term with respect to all Products in all countries a country pursuant to Section 12.1.1, Takeda shall have a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Orexigen Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the TerritoryField in such country. 12.8.2 Subject to the terms and conditions of this Agreement, or early termination following expiration of the Term with respect to all Products in a country pursuant to Section 12.1.1, Orexigen shall have a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Takeda Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the Field in such country. 12.8.3 Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics)12.1.2, Section 12.5 (Termination for Material Breach)Takeda shall have a perpetual, or Section 12.6 (Termination upon Insolvency):irrevocable, non-exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Orexigen Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the Field in the Territory. (i) 12.8.4 Subject to the licenses granted terms and conditions of this Agreement, following expiration of the Term with respect to Licensee this Agreement in its entirety pursuant to Section 2.1 (License Grants) 12.1.2, Orexigen shall have a perpetual, irrevocable, non-exclusive, fully-paid and Section 6.3 (Trademarks) royalty-free right and license, with the right to grant sublicenses, under the Takeda Intellectual Property to make, have made, use, sell, offer to sell and import such Products in the Field in the Territory. 12.8.5 Sections 2.2.5, 2.2.6, 2.2.9, 3.3.3, 3.4, 3.6, and 3.7 shall terminatesurvive, except as otherwise necessary to conduct the extent applicable to activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix); (ii) Licensee shall return to BioGenerics within three (3) months contemplated hereunder that are still being carried out following expiration of the effective date Term, and Article 10 shall survive with respect to any information exchanged under such Sections for a period of such expiration or termination any and all BioGenerics Know-How or Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] ([***]) years after the date of disclosure of such information; provided that, for clarity, any and all information shall be exchanged directly between the Parties, and not through any Committees. *** Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 12.8.6 For as long as Takeda continues to use the Product Trademarks, (iiia) promptly after Takeda shall pay Orexigen the effective date of such termination or expiration, Licensee shall commence winding down its Development, CommercializationTrademark Royalty provided in Section 7.3.2, and Manufacturing (subject b) Takeda shall continue to have the license rights provided in Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration; (iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products; (v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) shall be paid solely in accordance with Exhibit 12.76.1.2.

Consequences of Expiration. (a) Upon expiration of this Agreement, all rights and obligations of the parties hereunder shall cease and determine, except for rights and obligations which, by the terms of this Agreement, continue after expiration or Termination earlier termination of this Agreement and except that the expiration of this Agreement shall not release either party from any of its obligations accrued hereunder prior to the time expiration becomes effective. (b) Without limiting the generality of the foregoing, upon expiration of this Agreement, the rights and licenses granted by the parties to each other for the term of this Agreement in its EntiretyArticle IV hereof shall terminate immediately; provided, however, that: (i) subject to the continuing payment of royalties to be agreed upon by both parties, MEC shall retain the licenses granted by PI under Article IV; and (ii) subject to the continuing payment of royalties to be agreed upon by both parties, PI shall retain the licenses granted by MEC under Article IV. Upon In determining the amount of royalties after the expiration of the Agreement, the market competitiveness and the sales forecast of the Products after the expiration must be taken into consideration, but in any case, the royalty rate to be paid to the other will not exceed [*] per annum and the royalty amount shall be deemed fully paid-up in [*] after the expiration of this Agreement (the "Additional Term"). [*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Upon the expiration of the Additional Term, so long as the parties have performed their respective obligations hereunder during such Additional Term, the rights and licenses granted under Section 12.1 (Term) with respect Article IV of the Agreement shall be fully paid-up and both parties shall have free right to all Products utilize any information furnished and rights granted under this Agreement on or before such expiration date, without any further payments, subject to continuing confidentiality obligations as provided in all countries in the Territory, or early termination Article III of this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics), Section 12.5 (Termination for Material Breach), or Section 12.6 (Termination upon Insolvency): (i) and compliance with the terms of the rights and licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix); (ii) Licensee shall return to BioGenerics within three (3) months under Article IV of the effective date Agreement. It is confirmed by the parties that, after the expiration of such expiration or termination any and all BioGenerics Know-How or Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] Certain , neither party shall be obligated to continue to furnish any information in this document has been omitted and filed separately with nor grant its Patents obtained after the Securities and Exchange Commission. Confidential treatment has been requested with respect expiration date to the omitted portionsother party. (iii) promptly after the effective date of such termination or expiration, Licensee shall commence winding down its Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration; (iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products; (v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) shall be paid solely in accordance with Exhibit 12.7

Consequences of Expiration. or Termination Upon the expiration of this Agreement in its Entiretyrespect of a country within the Transition Territory, the following will apply: 13.2.1. Expiration of this Agreement for any reason will not release any Party from any liability (including any payment obligation) that, at the time of such expiration, has already accrued to another Party or that is attributable to activities prior to such termination. 13.2.2. Upon expiration of this Agreement in respect of a country: (i) GSK’s right to Detail Ivory in that country will terminate; (ii) all licenses to GSK in respect of that country hereunder will terminate; and (iii) GSK will immediately cease all of its promotional and marketing activities for Ivory in that country and discontinue all use of Amgen Housemarks and Product Trademarks in that country. 13.2.3. Product Data transferred to Amgen from GSK hereunder and/or that was made by or on behalf of GSK that solely pertain to Ivory (or, where such Product Data pertain to Ivory as well as another product, those portions that specifically pertain to Ivory) will be deemed Confidential Information of Amgen, and not Confidential Information of GSK (and will not be subject to the exclusion under Section 12.1 11.1.1 or 11.1.4 of the Collaboration Agreement incorporated by reference herein pursuant to Section 8.1 of this Agreement), and Amgen will have the unrestricted right to use and disclose all such Product Data following termination of this Agreement. In addition, GSK will destroy all relevant records and materials in GSK’s possession or control containing Confidential Information of Amgen (Termprovided that GSK may keep: (i) copies of such records as may be required for GSK to comply with respect Applicable Laws and national or international pharmaceutical industry codes of practice; and (ii) one copy of such Confidential Information of Amgen for archival purposes only; provided that, in each case, such copies are Segregated from any Distracting Program). 13.2.4. GSK will destroy (and certify such destruction to Amgen), all Products Promotional Materials, sales training materials and any other documents, or materials primarily intended for use in all countries commercialization of Ivory in the TerritoryTransition Territory except copies required for GSK to comply with Applicable Laws and national or international pharmaceutical industry codes of practice. 13.2.5. The following provisions of this Agreement will survive expiration of this Agreement for any reason: Article 1 (Definitions), or early Section 7.3 (Right to Use GSK Housemarks), Section 10.2, Section 13.2 and Article 15 (Miscellaneous), as well as all provisions of the Collaboration Agreement set out in Schedule 2.2 that are indicated as surviving beyond the Term. Except as otherwise provided in this Agreement, all rights and obligations of the Parties under this Agreement in respect of a country will terminate upon termination of this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics), Section 12.5 (Termination for Material Breach), or Section 12.6 (Termination upon Insolvency): (i) the licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix); (ii) Licensee shall return to BioGenerics within three (3) months respect of the effective date of such expiration or termination any and all BioGenerics Know-How or Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsthat country. (iii) promptly after the effective date of such termination or expiration, Licensee shall commence winding down its Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration; (iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products; (v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) shall be paid solely in accordance with Exhibit 12.7

Consequences of Expiration. (a) Upon expiration of this Agreement, all rights and obligations of the parties hereunder shall cease and determine, except for rights and obligations which, by the terms of this Agreement, continue after expiration or Termination earlier termination of this Agreement and except that the expiration of this Agreement shall not release either party from any of its obligations accrued hereunder prior to the time expiration becomes effective. (b) Without limiting the generality of the foregoing, upon expiration of this Agreement, the rights and licenses granted by the parties to each other for the term of this Agreement in its EntiretyArticle IV hereof shall terminate immediately; provided, however, that: (i) subject to the continuing payment of royalties set forth in Section 5.1, MEC shall retain the licenses granted by PI under Article IV; and (ii) subject to the continuing payment of royalties set forth in Section 5.2, PI shall retain the licenses granted by MEC under Article IV. Upon If the royalty amounts set forth in this Section 8.4(b) are paid in full at the end of four (4) years after the expiration of this Agreement ("Additional Term"), all royalty obligations shall be deemed fully paid up. Upon the expiration of the Additional Term, so long as a party has performed its respective obligations hereunder during such Additional Term, including payment of all royalties, the rights and licenses granted to such party under Section 12.1 (Term) with respect Article IV of the Agreement shall be fully paid-up and such party shall have free right to all Products utilize any information furnished and rights granted under this Agreement on or before its expiration, without any further payments, subject to continuing confidentiality obligations as provided in all countries in the Territory, or early termination Article III of this Agreement in its entirety pursuant to Section 12.4 (Termination by BioGenerics), Section 12.5 (Termination for Material Breach), or Section 12.6 (Termination upon Insolvency): (i) and compliance with the terms of the rights and licenses granted to Licensee pursuant to Section 2.1 (License Grants) and Section 6.3 (Trademarks) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 12.7(c)(iii) and/or Section 12.7(c)(ix); (ii) Licensee shall return to BioGenerics within three (3) months under Article IV of the effective date of Agreement, including, without limitation, the territorial and Restricted Product restrictions on such expiration or termination any rights and all BioGenerics Know-How or licenses. Confidential Information of BioGenerics transferred to Licensee under this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions* IDENTIFIES REDACTED MATERIAL WHICH HAS BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iiic) promptly Notwithstanding the final paragraph of Section 8.4(b), it is confirmed by the parties that, after the effective date expiration of such termination or expirationthis Agreement, Licensee shall commence winding down its Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities for all Products under the oversight of the JSC, and shall use best efforts to complete any and all such Development, Commercialization, and Manufacturing (subject to Section 12.7(c)(ix)) activities within three (3) months after the effective date of such termination or expiration; (iv) Licensee shall disclose to BioGenerics all Inventions Controlled by Licensee, including without limitation any Inventions relating to or useful for the development, manufacturing, or commercialization of any and all Products; (v) Licensee shall and hereby does grant to BioGenerics, effective as of the effective date of such termination or expiration, the exclusive, worldwide, royalty-bearing (only with respect to expiration pursuant to Section 12.1 (Term) or termination by Licensee for BioGenerics’ uncured material breach pursuant to Section 12.5 (Termination for Material Breach)), perpetual, irrevocable license (with full rights to grant sublicenses through multiple tiers), under any Grant-Back IP, to develop, make, use, sell, offer to sell, and import any and all Products in or for the Territory. Any royalties due under this Section 12.7(c)(v) neither party shall be paid solely in accordance with Exhibit 12.7obligated to continue to furnish any information to the other party.