Consequences of Termination of this Agreement. If this Agreement is terminated by a Party in accordance with this ARTICLE 10 in its entirety or on a Product-by-Product basis at any time and for any reason, the following terms will apply to any such termination, but only to the extent of any such termination (i.e., in total or on a Product-by-Product basis):
Consequences of Termination of this Agreement. Upon termination of this Agreement, all remaining records and materials in a Party's possession or control containing the other Party's Confidential Information and to which the former Party does not retain rights hereunder shall promptly be returned.
Consequences of Termination of this Agreement. If this Agreement is terminated by a Party in accordance with Sections 10.3.2, 10.3.3, 10.3.4, 10.3.5, or 10.3.7, in each case, in its entirety at any time and for any reason, then the following terms will apply to any such termination:
Consequences of Termination of this Agreement. Upon termination of this Agreement under this Section 8.0, the following rights and obligations shall apply:
8.8.1 Amgen shall have no further payment obligations under Section 5.0 (Consideration), subject to Section 8.9, below. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
8.8.2 Subject to Section 8.9, below, the parties shall have no further obligations (a) under Section 9.1, below and (b) under Section 9.2, below, in the event this Agreement is terminated in accordance with Section 8.5.3.
8.8.3 Any rights or obligations set forth under this Agreement which of their nature are intended to extend beyond the term of the Agreement shall survive, specifically including the following:
(a) The parties shall retain all of their respective ownership rights as set forth in Section 6.1;
(b) Amgen shall retain all of its rights under Sections 3.3, 3.5, 4.2 and 6.4;
(c) Amgen shall retain all of its rights under Sections 3.1, 3.2, 3.4, 4.1, 5.5, 5.6, 6.2 and 6.3, provided however, in the event of termination of this Agreement in accordance with Sections 8.2 prior to the second anniversary of the commencement date of the Research Program Initial Term or 8.5.3, Amgen shall cease development of Active Compounds pursuant to Section 4.1 and all rights granted by Array to Amgen under Sections 3.1, 3.2, 3.4, 5.6, 6.2 and 6.3 shall revert to Array. In the event of a termination described in the preceding sentence, for a period of one (1) year after the date of termination of this Agreement, Array shall have the exclusive option to negotiate reasonable terms and conditions under a separate agreement to sublicense or otherwise acquire the rights in or to Amgen's rights in Active Compounds within Joint Technology and in Licensed Patent Rights claiming Active Compounds within Joint Technology; provided however, that if the parties are unable to agree on terms within such exclusive period, then Amgen shall be free to use, sublicense or otherwise dispose of such rights;
(d) The parties shall retain all rights and obligations under Section 9.2, below, (except as otherwise set forth in Section 8.8.2(b)) and Section 9.3, provided however, in the event this Agreement is terminated in accordance with Section 8.5.2, Array shall have no further obligations under Sections 9.2.1(a) and (d); and
(e) Sect...
Consequences of Termination of this Agreement. (a) Termination by Roche at Will or by Prothena for Breach by Roche or Roche’s Insolvency. Upon termination by Roche at will under Section 16.2, or termination by Prothena for breach by Roche under Section 16.4 or for Roche’s insolvency under Section 16.5, the following shall apply:
(i) All rights and licenses granted by Prothena to Roche under this Agreement shall terminate in their entirety, on a Region-by-Region basis, or a Licensed Product-by-Licensed Product basis, as applicable, on the effective date of termination.
(ii) Roche shall cease any ongoing Research Collaboration, Development, or Commercialization activities related to the subject matter of such termination.
(iii) Only in the event of termination by Roche at will under Section 16.2, [*].
(iv) Only in the event of termination by Prothena for breach by Roche under Section 16.4 or for Roche’s insolvency under Section 16.5, any existing sublicense granted by Roche under Section 2.3 shall continue in full force and effect, provided that (1) the Sublicensee did not cause the breach that gave rise to a termination under Section 16.4, (2) no default exists under the sublicense agreement with such Sublicensee, (3) such Sublicensee agrees to be bound by all the terms and conditions of this Agreement that are applicable to such Sublicensee, including rendering directly to Prothena all payments and other obligations due to Prothena related to such sublicense (including without limitation all milestone and royalty payments), and (4) Prothena is not bound by any obligations under the sublicense agreement more onerous than its obligations under this Agreement.
(v) If Prothena desires to continue Development and/or Commercialization of the Licensed Product(s) in the Region(s) that are the subject of the termination (the “Termination Products”), then [*]:
(1) From the date of notice of termination until the effective date of termination, Roche shall continue activities under this Agreement, including preparatory activities, ongoing as of the date of notice of termination. However, Roche shall not be obliged to initiate any new activities not ongoing at the date of notice of termination.
(2) After the effective date of termination, Roche shall, to the extent Roche has the right to do so, assign and transfer to Prothena, [*] the Data Package for the Termination Products within [*] after the effective date of termination. All documents shall be transferred in the form and format in which such materials are mai...
Consequences of Termination of this Agreement.
(a) On notice of termination or upon termination of this agreement (as determined by the Licensee and specified in the notice of termination), the Authorised Representative will:
(i) return the Letter of Authority to the Licensee;
(ii) no longer purport to represent or provide the Financial Planning Services or any other financial services on behalf of the Licensee;
(iii) return to the Licensee all Client files, Confidential Information of the Licensee (including the Licensee Standards);
(iv) not at any time thereafter do any acts, including the making of statements in any form, that may cause loss or damage to the Licensee or any related body corporate of the Licensee; and
(v) immediately provide the Licensee with all assistance necessary, if an Excluded Client is being remediated or subject to a complaint or investigation, to finalise or rectify the circumstances giving rise to the remediation, complaint or investigation, including the provision of all Client files in relation to the Excluded Client.
(b) The Authorised Representative acknowledges that if the Business or Authorised Representative:
(i) is engaged by, or engages, a member of the Group for the provision of services; and/or
(ii) engages, after the termination of this agreement, with another AFS Licensee for the provision of services, substantially similar to those services provided under the Business Agreement and this agreement, the Licensee may be requested to, or elect to, provide Reference Information to a member of the Group, other AFS Licensee or regulatory body.
(c) The Business and Authorised Representative consents to the Licensee providing the Reference Information as contemplated by clause 14.6(b). The Business and Authorised Representative will, if required, sign all relevant consent forms to enable the Licensee to provide the Reference Information in accordance with this clause.
(d) Termination or expiry of this agreement does not affect any accrued rights or remedies a party may have.
Consequences of Termination of this Agreement. (a) On termination of this agreement, the Authorised Representative will:
(i) return the Letter of Authority to the Licensee;
(ii) no longer purport to represent or provide the Financial Planning Services or any other financial services on behalf of the Licensee;
(iii) return to the Licensee all Confidential Information of the Licensee (including the Licensee Standards);
(iv) not at any time thereafter do any acts, including the making of statements in any form, that may cause loss or damage to the Licensee or any related body corporate of the Licensee;
(b) Termination or expiry of this agreement does not affect any accrued rights or remedies a party may have.
Consequences of Termination of this Agreement. 14.3.1. All rights and licenses granted under or pursuant to this Agreement by Quanterix are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, and foreign equivalents thereof (the “Bankruptcy Code”), licenses of right to “intellectual property” as defined under Section 61 of the U.S. Bankruptcy Code. The Parties agree that bioMérieux, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Quanterix under the Bankruptcy Code, bioMérieux shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the bioMérieux’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon bioMérieux’s written request therefor, unless Quanterix elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under Section 14.3.1(a), following the rejection of this Agreement by or on behalf of Quanterix upon written request therefor by bioMérieux.
14.3.2. Upon any termination of this Agreement, except as otherwise set forth in Sections 14.3.3 to 14.3.6, all terms of this Agreement, including licenses and rights granted by either Party under this Agreement, shall terminate.
14.3.3. Upon expiration or termination of this Agreement for any reason, each Party, at the request of the other, shall (i) return all data, files, records and other materials in its possession or control relating to the other Party’s Confidential Information (except one copy thereof which may be retained for archival purposes), or (ii) certify in writing to the other Party that all such material has been destroyed; except to the extent such data, files, records or other materials are required for continuing commercialization of Instruments, Consumables and/or Assays permitted under this Agreement.
14.3.4. Upon any termination of this Agreement, other than a termination by Quanterix under Section 14.2.1, which occurs after bioMérieux has started to market Systems, the following provisions shall apply:
14.3.4.1. any Instruments, including raw materials and sub-assemblies, in inventory or ordered or in the process of manufacture may be sold by bioMérieux provid...
Consequences of Termination of this Agreement. (a) In the event that Executive's employment is terminated in accordance with Section 9(a) (i) above, the Executive's estate, legal representatives or designee shall be entitled to receive, in full satisfaction of all obligations due to the Executive from the Company hereunder, (i) all accrued but unpaid Base Salary through the date of termination and a ratable portion of any Bonus otherwise payable with respect to the year during which the termination occurred (a "Ratable Bonus") plus (ii) an amount equal to twelve (12) months Base Salary at the rate then in effect.
(b) In the event that Executive's employment is terminated in accordance with Section 9 (a) (ii) above, the Executive (or, if applicable, his estate, legal representatives or designee) shall be entitled to receive, in full satisfaction of all obligations due to the Executive from the Company hereunder, the benefits set forth in Section 6 of this Agreement.
(c) In the event that Executive's employment is terminated in accordance with Section 9 (a) (iii) above, the Executive shall be entitled to receive, in full satisfaction of all obligations due to the Executive from the Company hereunder, all accrued but unpaid Base Salary through the date of termination and a Ratable Bonus.
(d) In the event that the Executive terminates his employment in accordance with Section 9(b)(i) above, the Executive shall be entitled to receive, in full satisfaction of all obligations due to the Executive from the Company hereunder, all accrued but unpaid Base Salary through the date of termination and a Ratable Bonus.
(e) In the event that (i) the Company terminates Executive's employment other than as provided in Section 9(a), or (ii) the Executive terminates his employment in accordance with Section 9 (b)(ii) above, the Executive shall be entitled to receive, in full satisfaction of all obligations due to the Executive from the Company hereunder, all accrued but unpaid Base Salary through the date of termination, a Ratable Bonus and all Base Salary, Bonus and other benefits otherwise payable pursuant to Section 4 for the remainder of the Term of this Agreement.
Consequences of Termination of this Agreement. In the event of a termination (but not expiry) of this Agreement by Innate or by MedImmune pursuant to clause 20.2:
(a) all rights and licences granted to Innate by MedImmune hereunder and the [***] shall immediately terminate and all sublicenses granted by Innate with respect thereto shall automatically terminate;
(b) to the extent that the US Marketing Approval or the EU Marketing Approval have been transferred to Innate, Innate shall transfer such marketing approvals and any other Regulatory Approvals relating to the Licensed Product in the Territories back to MedImmune or its nominee;
(c) Innate shall and hereby does, and shall cause its Affiliates and its and their Sublicensees to, effective as of termination, assign to MedImmune or its nominee all of its right, title and interest in and to all Innate Regulatory Documentation, the Product Trademarks and any New Product Trademarks (together with any domain names and social media identifiers that incorporate any of the Product Trademarks or any New Product Trademarks) and any and all copyrights and any and all promotional, marketing or other materials used in connection with the Licensed Product;
(d) other than in cases of termination under clause 20.2.3(a), where clause 20.2.3(b) shall prevail, Innate shall, at MedImmune’s option, either sell any existing stock of Licensed Product held by Innate in the market under a sales order to cash arrangement, or shall transfer such stock to MedImmune [***], on such reasonable terms as the parties will negotiate in good faith;
(e) unless otherwise requested by MedImmune, Innate shall and hereby does, and shall cause its Affiliates and its and their Sublicensees to, effective as of termination, assign to MedImmune or its nominee all of its right, title and interest in and to any and all Trademarks that Innate has used in connection with the Licensed Product (together with any domain names and social media identifiers that incorporate any such Trademarks) (excluding any Innate Corporate Names);
(f) Innate shall and hereby does, and shall cause its Affiliates and its and their Sublicensees to, effective as of termination, grant MedImmune a worldwide, exclusive, royalty-free licence and right of reference, with the right to grant multiple tiers of sublicenses and further rights of reference, in and to the Innate Patents, and the Innate Know-How, and Innate’s rights in and to any jointly conceived information to Exploit any Licensed Product and/or exercise the Retaine...
