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. 10.4.1 The termination or expiration of this Agreement shall not affect the rights and obligations of the Parties accruing prior to such termination or expiration nor preclude either Party from pursuing all rights and remedies it may have hereunder or under Applicable Law with respect to any breach of this Agreement.
10.4.2 Upon termination or expiration of this Agreement for any reason, save as expressly provided herein, all rights and obligations of the Parties and all licenses granted hereunder (and all sublicenses granted to such licenses by a Party hereunder) will immediately cease and terminate; provided that if a termination is not for this Agreement in its entirety, then the scope of such termination shall be limited to the particular Combination Product terminated.
10.4.3 In the event of termination or expiration of this Agreement, the Parties shall promptly return to one another or destroy all Confidential Information of the other Party and all copies and embodiments thereof (except that the Receiving Party shall have the right to retain one copy in its confidential files for record keeping purposes, provided, however, retention of electronic copies of Confidential Information maintained pursuant to regular electronic data archiving and record retention policies and practices that apply to its own general electronic files and information shall not be deemed to be a violation of this Agreement so long as such electronic files are (a) maintained only on centralized storage servers (and not on personal computers or devices), (b) not accessible by any of its personnel (other than its information technology specialists), and (c) are not otherwise accessed subsequently except with the written consent of the disclosing Party or as required by law or legal process) and other materials created under this Agreement that are in a Party’s or its Affiliates’ or Subcontractors’ possession or control in respect of the Combination Products.
10.4.4 Subject to Section 10.4.2 above, in the event that this Agreement is terminated, each Party in possession of Proprietary Compound of the other Party shall, at such other Party’s sole discretion, promptly either return or destroy all such Proprietary Compound pursuant to the other Party’s instructions. If the other Party requests that the Party in possession of such other Party’s Proprietary Compound destroys the Proprietary Compound, the Party in possession of such other Party’s Compound shall provide written certifica...
Effect of Expiration and Termination. 9.5.1 Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing on or prior to such expiration or termination.
9.5.2 Subject to the provisions of this Section 9.5, all rights, licenses and obligations of MS and of MN with respect to and under this Agreement, in its entirety or with respect to the terminated country, jurisdiction or the MN Sub-Territory in the MN Territory, as applicable, shall terminate in the event of a termination pursuant to Section 9.2 or 9.3, provided, however, that in the event of a partial termination by MN under Section 9.2, this Agreement shall continue in full force and effect with respect to the countries, jurisdictions or MN Sub-Territory in the MN Territory unaffected by such partial termination, and such terminated country, jurisdiction or MN Sub-Territory shall be excluded from the countries or jurisdictions in the MN Territory and thereafter shall be deemed a country or jurisdiction in the MS Territory and treated accordingly hereunder.
9.5.3 In the event of any termination of this Agreement by MN under Section 9.2 or by MS under Section 9.3., MS shall, if requested by any then MN Sublicensee, accept assignment of the sublicense agreement as of the effective date of termination of this Agreement, provided that (a) the MN Sublicensee is not in breach of its sublicense agreement at the effective date of termination of this Agreement; and (b) the MN Sublicensee acquires no rights from or obligations on the part of MS, other than those that are specifically granted in this Agreement, and the MN Sublicensee assumes all obligations to MS required of MN by this Agreement, including past due obligations existing at the time of assumption of the sublicense with such MN Sublicensee.
9.5.4 In case of any termination of this Agreement, MN, MN Affiliates and MN Sublicensees shall, for a period of six (6) months from the effective date of such termination, have the right to sell or otherwise dispose of the stock of any Product then on hand or in process of manufacture or supply, subject to MN’s obligation under this Agreement to pay to MS pursuant to Section 4.3 or Section 4.7, as applicable.
9.5.5 In the event that this Agreement is terminated in its entirety by MN under Section 9.2.1, 9.2.2 or 9.2.5, (i) all rights and licenses granted by one Party to the other Party under this Agreement shall revert to the first Party; and (ii) if MS so requests of MN in writing, MN shall grant to MS in any c...
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. 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.
Effect of Expiration and Termination. 14.7.1. 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 9, 10, 11, 12, 16 and 21, and Sections 6.2, 7.2, 7.3 and 14.7, which shall survive the expiration or termination of the Agreement. Notwithstanding the foregoing, all licenses granted by XCYTE to FRESENIUS hereunder, including all Exclusive Licenses, will immediately terminate upon termination of this Agreement pursuant to Sections 14.2, 14.3, 14.4 or 14.5.
