Common use of Consequences of Withdrawal Clause in Contracts

Consequences of Withdrawal. 8.2.1 In case of Withdrawal by Protea, Protea shall: (a) not be entitled to continue the Development Program alone or with any Third Party(ies); (b) continue to benefit from the LMS Off Project License, and be entitled to carry out or continue any other ongoing development program alone or with any Third Party(ies) in connection with any Side Product, under the terms provided in Section 7.1. 8.2.2 In case of Withdrawal by LMS, LMS shall: (a) not be entitled to continue the Development Program alone or with any Third Party(ies); (b) continue to benefit from the Protea Off Project License, and be entitled to carry out or continue any other ongoing development program alone or with any Third Party(ies) in connection with any Side Product, under the terms provided in Section 7.2. 8.2.3 In case of Withdrawal by either Party: (a) each Party shall continue to fund any work under the Development Program which was decided to be carried out prior to the Withdrawal, and which is ongoing at the time of Withdrawal, until completion of such work; (b) any clinical trials ongoing at the time of Withdrawal shall continue up until their completion, and the terms of the Agreement governing the carrying out of such trials, including provisions relating to Shared Costs as well as ownership and licensing of Technology and Patent Rights stemming from such trials, shall continue to apply to such trials, as if the Withdrawal had not occurred, until these trials are completed; and (c) subject to the other provisions of this Section 8, the Development Program shall be deemed to end and Sections 3 to 6 shall no more apply, each Party being released of its obligations with respect to the carrying out of the Development Program. 8.2.4 Notwithstanding any provision to the contrary in this Agreement, in the event of a Withdrawal, the Parties shall cooperate for the orderly termination of their participation to the Development Program. In particular, any Party which exercises its right of Withdrawal shall: (a) provide to the other Party up-to-date copies of its materials (such as data and documentation) relating to the Development Program that are available and relevant; and (b) execute and deliver to the other Party any such instruments as may be requested by the other Party; for enabling such other Party to pursue separately, alone or with a third party, the development of Products upon termination of the Development Program, to the extent permitted under this Agreement.