Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Articles 2, 5, 8, and Sections 3.8.1, 3.12, 7.4 and 9.11 shall survive the expiration or termination of this Agreement.
Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. MN and its sublicensees shall have the right to sell or otherwise dispose of the stock of any Compound and Licensed Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 4, 5 and 6. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 7 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 7.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. In the event of termination of this Agreement in its entirety or for any country in the MN Territory by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3, MN shall, if requested to do so in writing by KR, grant a license to KR or its designee under the MN Intellectual Property Rights, all INDs, NDAs and other existing Regulatory Approval obtained by MN in the MN Territory or in the terminated countries of the MN Territory, as applicable, to make, have made, use and sell Compound and Licensed Product for the MS Indication on commercially reasonable terms to be negotiated in good faith between the Parties. In the event of termination of this Agreement in its entirety by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3 prior to the completion of a Phase 2 clinical trial on Licensed Product, the foregoing license from MN to KR shall be royalty-free. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise.
Effect of Expiration and Termination. 17.9.1 Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, and (b) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions of Articles 1, 13, 14, 15, 18 (as to actions arising during the term of this Agreement or in the course of a Party practicing any licenses retained by such Party thereafter), 22 and 23, Sections 5.7, 11.3 and 17.9 and any payment obligations pursuant to Article 10 and 11 incurred prior to termination.
17.9.2 Upon termination of this Agreement for any reason, all licenses granted by one Party to the other hereunder, including all licenses for Exclusive Products, Collaboration Products and Unilateral Products, and all sublicenses granted to Affiliates or Third Parties by a Party hereunder will immediately terminate.
17.9.3 Upon any termination of this Agreement by Genmab pursuant to Section 17.2 or by SGI pursuant to Sections 17.3, 17.4, 17.6 or 17.7, or in the case of a Dormant Product (provided that at the time of the Collaboration Product becoming a Dormant Product no Licensed Products are in development or are being commercialized by either Party), Genmab shall to the extent necessary grant to SGI a worldwide, non-exclusive, irrevocable, sublicensable license in the Territory under the Genmab ADC Know-How and Genmab ADC Patents to make, have made, use, sell, offer to sell and import products incorporating antibody drug conjugates other than the ADCs included herein in the Territory. For the avoidance of doubt such license shall not give SGI the right to use any Antibody (or sequence information of such Antibody) included in this Agreement.
17.9.4 Upon the expiration of the Royalty Term:
(a) SGI shall grant, and shall by this provision be deemed to have granted, to Genmab a royalty-free, perpetual, worldwide, nonexclusive license to use the Joint Patents and SGI Technology to make, use, sell, offer for sale and import Exclusive Products or Genmab Products, as applicable, with no further obligation to SGI; and
(b) Genmab shall grant, and shall by this provision be deemed to have granted, to SGI a royalty-free, perpetual, worldwide, nonexclusive license to use the Joint Patents and Genmab Technology to make, use, sell,...
Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing on or prior to such expiration or termination. LICENSEE and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 5, 6 and 7. In addition to any other provisions of this Agreement which shall by their terms continue after the expiration of this Agreement, the provisions of Article 8 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 8.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise.
Effect of Expiration and Termination. Except to the extent otherwise provided in this Agreement, upon expiration or termination of this Agreement, all rights and licenses granted hereunder shall terminate. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of this Section 8.3, the provisions of Sections 2.2 (excluding Sections 2.2.1 and 2.2.2), 5.2 and 8.2.1 and Articles 6, 7, 9 and 10 shall survive the expiration or termination of this Agreement, provided, however, that in the case of a termination prior to expiration of this Agreement, Sections 2.2.3, 2.2.4, 2.2.5 and 2.2.6 shall survive such termination solely in respect of the right of the party entitled to declare a termination to purchase Preferred Access Products of the other party.
Effect of Expiration and Termination. The expiration or earlier termination of this Agreement shall not relieve either Party from any obligation, whether for the payment of money or otherwise, that arose or arises from acts or omissions that occurred prior to such expiration or termination, and the Parties’ rights and remedies shall not be limited or restricted on account of such expiration or termination.
Effect of Expiration and Termination a. Except where explicitly provided within this Agreement, termination of this Agreement (whether in its entirety or with respect to a Collaboration Product and/or Unilateral Product) for any reason, or expiration of this Agreement, will not affect any: (i) obligations, including payment of any royalties or other sums which have accrued as of the effective date of termination or expiration, and (ii) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including the provisions of Sections 1, 2.7, 3.5 (to the extent it refers to Section 2.7), 7.8, 7.9, 9.10, 10 (as to actions arising during the term of this Agreement or in the course of a Party practicing any licenses retained by such Party thereafter), 11, 12, 16.3a and 17.
b. Upon termination of this Agreement partly or wholly for any reason, save as expressly provided herein, all licenses granted to each of the Parties in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s), and all sublicenses granted to Affiliates by a Party hereunder in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s) will immediately cease and terminate. In the event the termination is to the Agreement in its entirety or else in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s), the Parties shall promptly return to one another or destroy all Confidential Information of the other Party and antibodies and other materials created under the Prior Agreement or this Agreement that are in a Party’s or its Affiliates’ possession or control in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s). The Parties shall jointly decide how a termination of this Agreement partly or wholly shall affect any Joint Patents.
Effect of Expiration and Termination. 13.6.1 In the event that this Agreement is terminated by Licensee pursuant to [***], Licensee shall continue to have all Exclusive Licenses then in effect, subject to its continued payment of the applicable fees, milestone payments and royalties with respect thereto as set forth in Article 6 and subject to the obligations of Article 7.
13.6.2 In the event that an Exclusive License under this Agreement is terminated with respect to one or more countries, and a sublicense has been granted under this Agreement under any such Exclusive License with respect to Licensed Product in any such country, then SGI agrees to grant to each Sublicensee designated by Licensee a direct license to such Sublicensee under the terms and conditions of this Agreement, which license shall be of the same scope sublicensed to such Sublicensee, provided that such Sublicensee: (a) agrees to be bound to SGI under the terms and conditions of this Agreement with respect to the Licensed Products as to which the sublicense has been granted; (b) agrees to comply with all provisions of applicable SGI In-Licenses and Licensed Technology Acquisition Agreements; and (c) is not in breach of its sublicense agreement with Licensee.
13.6.3 In the event that a Designated Antigen does not become an Exclusive Antigen: (a) if such Designated Antigen [***], Licensee agrees to grant to SGI a [***] under the Licensee ADC Know-How and Licensee ADC Patents solely with respect to ADCs that specifically bind to such Antigen; and (b) if such Designated Antigen [***], Licensee agrees to [***]. For the avoidance of doubt, (i) Section 13.6.3 shall not necessarily be deemed to grant to SGI any rights in the Licensee Patents or Licensee Know-How, Licensee Inventions, Licensee Invention Patents, or Joint Inventions, beyond the Licensee ADC Patents and Licensee ADC Know How; and (ii) the grant of a license pursuant to Section 13.6.3 [***].
13.6.4 Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, will not affect any: (a) obligations, including payment of any fees, milestones, royalties or other sums which have [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accrued as of the date of termination or expiration, and (b) rights and obligations which, from the context thereof, are intende...
Effect of Expiration and Termination. Subject to Article 10, expiration or termination of this Agreement shall terminate all rights granted hereunder but shall not relieve the parties of any obligation accruing prior to such expiration or termination (including, but not to, the Buyer payments to Baxter).
Effect of Expiration and Termination. 15.7.1. Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, with not affect any: (i) obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, and (ii) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions of Articles 10, 11, 12, 16 and 22, and Sections 8.2, 8.3 and 15.7, which shall survive the expiration or termination of the Agreement. Notwithstanding the foregoing, all licenses granted by SGI to EOS hereunder, including all Exclusive Licenses, will immediately terminate upon termination of this Agreement pursuant to Section 15.2 or Section 15.4 or Section 15.5.
15.7.2. Upon the expiration of the Royalty Term for each Exclusive Antigen pursuant to Xxxxxxx 00.0, XXX shall grant EOS a royalty-free, perpetual, worldwide, license to use the SGI Technology for that Exclusive Antigen.