Common use of Consequences of Termination of Agreement Clause in Contracts

Consequences of Termination of Agreement. Upon termination of this Agreement, the following shall occur: (a) Each Party shall pay to the other any amounts owed to the other Party that have accrued prior to the date of termination; (b) all license rights granted by Burcon to ADM hereunder shall terminate, unless otherwise expressly set forth herein and, if the termination of this Agreement is pursuant to Section 8.3(b) or (c), all license rights granted by ADM to Burcon hereunder shall terminate, unless expressly set forth herein; (c) Each Party shall return or destroy, as applicable, all Confidential Information belonging to the other Party and, if destroyed, shall provide evidence of such destruction; provided, however each Party may retain computer back-up tapes generated in the ordinary course of business that may contain Confidential Information and information from which Confidential Information is revealed or could be ascertained for that amount of time normally retained in the ordinary course of business; and further provided that each Party may retain a single copy of the Confidential Information for archival purposes or purposes relating to any legal dispute, such copy to be held by such Party’s independent legal counsel or, upon the written undertaking of in-house legal counsel that such copy shall not be accessed by or accessible to any personnel of the Party other than the in-house legal counsel, by such Party’s in-house legal counsel; all provided, however, such Party shall continue to abide by the terms of Article 7 relating to the treatment and nondisclosure of Confidential Information with respect to any such information; (d) termination of this Agreement for any reason shall not release either ADM or Burcon from any liability which at the time of such termination has already accrued to the other Party; (e) in the event that Burcon terminates this Agreement pursuant to Section 8.3(d)(i) or (ii), and no license to Burcon under Section 3.6 was previously granted by ADM, then ADM shall grant to Burcon an irrevocable, perpetual, world-wide, non-exclusive and royalty-free license, with a right to sublicense, to use the ADM Improvements to make, have made, use, market or sell the Products; (f) termination of this Agreement for any reason shall be without prejudice to any other remedies which any Party may otherwise have. Notwithstanding the termination or expiration of this Agreement, the provisions of Article 1 (Interpretation), Article 7 (Confidentiality), Article 8 (Term and Termination) Article 9 (Representations, Warranties and Covenants), Article 10 (Indemnification and Insurance) and Sections 11.1 (Dispute Resolution) and 11.6 (Law) shall survive any such termination or expiration; provided, however, Article 9 and Article 10 shall survive only for a period of five (5) years after any such termination or expiration, and Article 7 shall survive only for a period of ten (10) years after any such termination or expiration; and (g) provided that this Agreement is not terminated by ADM pursuant to Section 8.3(c), any license granted to Burcon by ADM pursuant to Section 3.6 or this Section 8.4 shall survive any termination or expiration of this Agreement and shall forthwith become irrevocable, royalty-free and perpetual.

Consequences of Termination of Agreement. Upon termination of 12.3.1 If this AgreementAgreement is terminated in its entirety by Lilly pursuant to Section 12.2.1 (Unilateral Right to Terminate for Convenience), the following shall occuror by Aduro pursuant to Section 12.2.2 (Termination for Breach) or Section 12.2.3 (Termination for Insolvency), then: (a) Each all the licenses and rights granted by one Party shall pay to the other any amounts owed other, except as set forth in this Section 12.3.1, will cease and revert to the other Party that have accrued prior to granting Party, as of the date of such termination; (b) Lilly shall use Commercially Reasonable Efforts to transfer back to Aduro all license rights granted by Burcon to ADM hereunder shall terminate, unless otherwise expressly set forth herein and, if the termination of this Agreement is pursuant to Section 8.3(b) or (c), all license rights granted by ADM to Burcon hereunder shall terminate, unless expressly set forth hereinAduro Know-How; (c) Each Party Lilly shall return or destroygrant, as applicableand hereby does grant, all to Aduro and its Affiliates, an exclusive, worldwide license, with the right to grant sublicenses through multiple tiers, under [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Information belonging to the other Party and, if destroyed, shall provide evidence of such destruction; provided, however each Party may retain computer back-up tapes generated in the ordinary course of business that may contain Confidential Information and information from which Confidential Information is revealed or could be ascertained for that amount of time normally retained in the ordinary course of business; and further provided that each Party may retain a single copy of the Confidential Information for archival purposes or purposes relating to any legal dispute, such copy to be held by such Party’s independent legal counsel or, upon the written undertaking of in-house legal counsel that such copy shall not be accessed by or accessible to any personnel of the Party other than the in-house legal counsel, by such Party’s in-house legal counsel; all provided, however, such Party shall continue to abide by the terms of Article 7 relating to the treatment and nondisclosure of Confidential Information has been requested with respect to the omitted portions. the Termination IP, solely to Research, Develop, Manufacture or have Manufactured, use, Commercialize and otherwise fully exploit Termination Products. Aduro shall pay to Lilly, in consideration for the foregoing license grant, [***] If Lilly is required to make any such informationpayments to a Third Party as a result of Aduro’s or its Affiliates’ exercise of the foregoing license, Aduro shall (x) [***] and (y) comply with any applicable terms and conditions contained in any relevant Third Party agreement. [***]; (d) termination of this Agreement for any reason Lilly shall not release either ADM or Burcon from any liability which at use Commercially Reasonable Efforts to transfer to Aduro, and Aduro shall take delivery and transfer of, all Regulatory Filings and Regulatory Approvals, and Know-How within the time of such termination has already accrued Termination IP (and solely to the other Partyextent related exclusively) to Termination Products; (e) Lilly shall use Commercially Reasonable Efforts to destroy (at Lilly’s expense) or transfer to Aduro (at Aduro’s expense), at the election of Aduro, all Termination Products in the event that Burcon terminates this Agreement pursuant to Section 8.3(d)(i) possession or (ii), and no license to Burcon under Section 3.6 was previously granted by ADM, then ADM shall grant to Burcon an irrevocable, perpetual, world-wide, non-exclusive and royalty-free license, with a right to sublicense, to use control of Lilly at the ADM Improvements to make, have made, use, market or sell the Products;effective date of termination; and (f) any sublicenses granted by Lilly hereunder to any Sublicensees shall become direct licenses under this Agreement, subject only to modifying the rights granted to (and payments due from) any such Sublicensees to be proportional to the rights granted by Lilly to any such Sublicensees. 12.3.2 If this Agreement is terminated on a Product-by-Product basis by Lilly pursuant to Section 12.2.1 (Unilateral Right to Terminate for Convenience), or by Aduro pursuant to Section 12.2.2 (Termination for Breach) or Section 12.2.3 (Termination for Insolvency), then: (a) all the licenses and rights granted by one Party to the other, except as set forth in this Section 12.3.2, to the extent solely related to such Product will cease and revert to granting Party, as at the date of such termination; (b) Lilly shall use Commercially Reasonable Efforts to transfer back to Aduro all Aduro Know-How solely related to such Termination Product; (c) Lilly shall grant, and hereby does grant, to Aduro and its Affiliates, an exclusive, worldwide license, with the right to grant sublicenses through multiple tiers, under the Termination IP, solely to Research, Develop, Manufacture or have Manufactured, use, Commercialize and otherwise fully exploit the Termination Product. Aduro shall pay to Lilly, in consideration for the foregoing license grant, [***]. If Lilly is required to make any payments to a Third Party as a result of Aduro’s or its Affiliates’ exercise of the foregoing license, Aduro shall (x) [***] and (y) comply with any applicable terms and conditions contained in any relevant Third Party agreement. [***]; (d) Lilly shall use Commercially Reasonable Efforts to transfer to Aduro, and Aduro shall take delivery and transfer of, all Regulatory Filings and Regulatory Approvals, and Know-How within the Termination IP (and solely to the extent related exclusively) to Termination Products; [***] 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. (e) Lilly shall use Commercially Reasonable Efforts to destroy (at Lilly’s expense) or transfer to Aduro (at Aduro’s expense), at the election of Aduro, all Termination Products in the possession or control of Lilly at the effective date of termination; and (f) any sublicenses granted by Lilly hereunder to any Sublicensees with respect to the Termination Products shall become direct licenses under this Agreement, subject only to modifying the rights granted to (and payments due from) any such Sublicensees to be proportional to the rights granted by Lilly to any such Sublicensees. 12.3.3 If this Agreement is terminable by Lilly pursuant to Section 12.2.2 (Termination for Breach), then, at Lilly’s discretion, in lieu of exercising such termination right, Lilly shall have the right, by way of written notice to Aduro, to continue this Agreement in accordance with its terms, subject only to a reduction by [***] percent ([***]%) of any amounts due to Aduro hereunder with respect to such Products as are eligible to be the subject of such termination. 12.3.4 Termination of this Agreement for any reason shall be without prejudice to Aduro’s right to receive all milestone payments and royalties accrued under Sections 8.2.1, 8.2.2, and 8.3.1 prior to the effective date of such termination and any other remedies which any Party may otherwise have. Notwithstanding payments due hereunder that have accrued prior to the effective date of such termination. 12.3.5 If, following termination or expiration of this Agreement, the provisions of Article 1 Lilly Commercializes a compound that is (Interpretationi) subject to Section 10.2.1(a)(ii), Article 7 and (Confidentialityii) [***] on or prior to the [***] ([***]) anniversary of the effective date of termination (a “Lilly Compound”), Article 8 (Term and Termination) Article 9 (Representations, Warranties and Covenants), Article 10 (Indemnification and Insurance) and Sections 11.1 (Dispute Resolution) and 11.6 (Law) then Lilly shall survive any such termination or expiration; provided, however, Article 9 and Article 10 shall survive only for a period of five (5) years after any such termination or expiration, and Article 7 shall survive only for a period of ten (10) years after any such termination or expiration; and (g) provided that this Agreement is not terminated by ADM pursuant pay to Section 8.3(c), any license granted to Burcon by ADM pursuant to Section 3.6 or this Section 8.4 shall survive any termination or expiration of this Agreement and shall forthwith become irrevocable, royalty-free and perpetual.Aduro [***]

Consequences of Termination of Agreement. Upon termination of this Agreement, the following shall occur: (a) Each Party shall pay to the other any amounts owed to the other Party that have accrued prior to the date of termination; (b) all license rights granted by Burcon to ADM hereunder shall terminate, unless otherwise expressly set forth herein and, if the termination of this Agreement is pursuant to Section 8.3(b) or (c), all license rights granted by ADM to Burcon hereunder shall terminate, unless expressly set forth herein; (c) Each Party shall return or destroy, as applicable, all Confidential Information belonging to the other Party and, if destroyed, shall provide evidence of such destruction; provided, however each Party may retain computer back-up tapes generated in the ordinary course of business that may contain Confidential Information and information from which Confidential Information is revealed or could be ascertained for that amount of time normally retained in the ordinary course of business; and further provided that each Party may retain a single copy of the Confidential Information for archival purposes or purposes relating to any legal dispute, such copy to be held by such Party’s independent legal counsel or, upon the written undertaking of in-house legal counsel that such copy shall not be accessed by or accessible to any personnel of the Party other than the in-house legal counsel, by such Party’s in-house legal counsel; all provided, however, such Party shall continue to abide by the terms of Article 7 relating to the treatment and nondisclosure of Confidential Information with respect to any such information; (d) termination of this Agreement for any reason shall not release either ADM or Burcon from any liability which at the time of such termination has already accrued to the other Party; (e) in the event that Burcon terminates this Agreement pursuant to Section 8.3(d)(i) or (ii), and no license to Burcon under Section 3.6 was previously granted by ADM, then ADM shall grant to Burcon an irrevocable, perpetual, world-wide, non-exclusive and royalty-free license, with a right to sublicense, to use the ADM Improvements to make, have made, use, market or sell the Products; (f) termination of this Agreement for any reason shall be without prejudice to any other remedies which any Party may otherwise have. Notwithstanding the termination or expiration of this Agreement, the provisions of Article 1 (Interpretation), Article 7 (Confidentiality), Article 8 (Term and Termination) Article 9 (Representations, Warranties and Covenants), Article 10 (Indemnification and Insurance) and Sections 11.1 (Dispute Resolution) and 11.6 (Law) shall survive any such termination or expiration; provided, however, Article 9 and Article 10 shall survive only for a period of five (5) years after any such termination or expiration, and Article 7 shall survive only for a period of ten (10) years after any such termination or expiration; and (g) provided that this Agreement is not terminated by ADM pursuant to Section 8.3(c), any license granted to Burcon by ADM pursuant to Section 3.6 or this Section 8.4 shall survive any termination or expiration of this Agreement and shall forthwith become irrevocable, royalty-free and perpetual.8.4

Consequences of Termination of Agreement. (1) Upon termination of this Agreement, the following shall occur: (a) Each each Party shall pay to the other any amounts owed to the other Party that have accrued prior to the date of termination; (b) all license rights granted by Burcon to ADM the Corporation hereunder shall terminate, unless otherwise expressly set forth herein and, if the termination of this Agreement is pursuant to Section 8.3(b) or (c9.3(b), all license rights granted by ADM the Corporation to Burcon hereunder shall terminate, unless expressly set forth herein; (c) Each unless this Agreement was terminated by the Corporation pursuant to Section 9.3(b), the Corporation shall grant to Burcon an irrevocable, perpetual, world-wide, non-exclusive and royalty-free license, with a right to sublicense, to use the the Corporation Improvements to make, have made, use, market or sell any products, and any license granted to Burcon by the Corporation pursuant to Section 3.7 shall survive any termination or expiration of this Agreement and shall forthwith become irrevocable, royalty- free and perpetual; (d) each Party shall return or destroy, as applicable, all Confidential Information belonging to the other Party and, if destroyed, shall provide evidence of such destruction; provided, however each Party may retain computer back-up tapes generated in the ordinary course of business that may contain Confidential Information and information from which Confidential Information is revealed or could be ascertained for that amount of time normally retained in the ordinary course of business; and further provided that each Party may retain a single copy of the Confidential Information for archival purposes or purposes relating to any legal dispute, such copy to be held by such Party’s independent legal counsel or, upon the written undertaking of in-house legal counsel that such copy shall not be accessed by or accessible to any personnel of the Party other than the in-house legal counsel, by such Party’s in-house legal counsel; all provided, however, such Party shall continue to abide by the terms of Article 7 8 relating to the treatment and nondisclosure of Confidential Information with respect to any such information;. (d2) termination Termination of this Agreement for any reason shall not release either ADM the Corporation or Burcon from any liability which at the time of such termination has already accrued to the other Party;. (e3) in the event that Burcon terminates this Agreement pursuant to Section 8.3(d)(i) or (ii), and no license to Burcon under Section 3.6 was previously granted by ADM, then ADM shall grant to Burcon an irrevocable, perpetual, world-wide, non-exclusive and royalty-free license, with a right to sublicense, to use the ADM Improvements to make, have made, use, market or sell the Products; (f) termination Termination of this Agreement for any reason shall be without prejudice to any other remedies which any Party may otherwise have. . (4) Notwithstanding the termination or expiration of this Agreement, the provisions of Article 1 (Interpretation), Article 7 8 (Confidentiality), Article 8 9 (Term and Termination) ), Article 9 10 (Representations, Warranties and Covenants), Article 10 11 (Indemnification and Insurance) and Sections 11.1 Section 7.2 (Dispute Resolution) and 11.6 Section 12.4 (Governing Law) shall survive any such termination or expiration; provided, however, Article 9 10 and Article 10 11 shall survive only for a period of five five (5) years after any such termination or expiration, and Article 7 8 shall survive only for a period of ten (10) years after any such termination or expiration; and (g) provided that this Agreement is not terminated by ADM pursuant to Section 8.3(c), any license granted to Burcon by ADM pursuant to Section 3.6 or this Section 8.4 shall survive any termination or expiration of this Agreement and shall forthwith become irrevocable, royalty-free and perpetual.