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 certification of such destruction. 10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations. 10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11.
Appears in 2 contracts
Samples: Strategic Collaboration Agreement (Artiva Biotherapeutics, Inc.), Strategic Collaboration Agreement (Artiva Biotherapeutics, Inc.)
Effect of Expiration and Termination. 10.4.1 The 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 shall not affect Agreement, including the rights and obligations provisions of Sections 1, 2.7, 3.5 (to the Parties accruing prior extent it refers 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 Section 2.7), 7.8, 7.9, 9.10, 10 (as to any breach of this Agreement.
10.4.2 Upon termination or expiration 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 rights and obligations licenses granted to each of the Parties and all licenses granted hereunder (in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s), and all sublicenses granted to such licenses Affiliates by a Party hereunderhereunder in respect of the affected terminated Collaboration Product(s) and/or Unilateral Product(s) will immediately cease and terminate; provided that if a . In the event the termination is not for this to the Agreement in its entirety, then entirety or else in respect of 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 Agreementaffected 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 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) antibodies and other materials created under the Prior Agreement or 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 affected terminated Collaboration Product(s) and/or Unilateral Product(s). The Parties shall jointly decide how a termination of 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 partly 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 wholly shall provide written certification of such destructionaffect any Joint Patents.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11.
Appears in 2 contracts
Samples: License and Collaboration Agreement (BioNTech SE), License and Collaboration Agreement (BioNTech SE)
Effect of Expiration and Termination. 10.4.1 The 13.6.1 In the event that this Agreement is terminated by Licensee pursuant to Sections 13.3 or by either Party pursuant to 13.4, 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.
13.6.2 In the event that this Agreement is terminated by SGI pursuant to Section 13.3 or 13.5 (a) all licenses granted by SGI to Licensee hereunder, including all Exclusive Licenses, will immediately terminate and (b) any Sublicense agreement in effect as of the date of such termination or expiration that is not the subject of the material breach shall not terminate but instead, shall become a direct license between SGI and the Sublicensee and shall otherwise continue in full force and effect in accordance with its terms, subject to each such Sublicensee signing a written acknowledgement with SGI agreeing to be bound by all of the terms and conditions of this Agreement applicable to such Sublicensee.
13.6.3 Upon any termination of any Exclusive License (except for termination by Licensee pursuant to Section 13.3) and in the case of a [***] and/or any Designated Antigens for which the relevant Option Periods have expired, Licensee shall not affect be automatically deemed to have granted to SGI a worldwide, nonexclusive, irrevocable, royalty-free, sublicensable license in the rights Territory under the Licensee ADC Know-How and obligations Licensee ADC Patents to identify, develop and commercialize products that contain an ADC consisting of an Antibody that binds specifically to the Antigen that was the subject of the Parties accruing prior to such termination terminated Exclusive License(s) 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 Option(s).
13.6.4 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 survive termination or expiration of this Agreement, the Parties shall promptly return to one another or destroy all Confidential Information including provisions 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: Articles 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.310, 10.414 (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), 10.518 and 19, Sections 3.5, 7.2, 7.3 and 13.6 and any payment obligations pursuant to Article 6 incurred prior to termination.
13.6.5 Upon the expiration of the Royalty Term, SGI shall grant, and 11shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically to each Exclusive Antigen, with no further obligation to SGI.
Appears in 2 contracts
Samples: Collaboration Agreement (Celldex Therapeutics, Inc.), Collaboration Agreement (Curagen Corp)
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 17.9.1 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 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 shall promptly return by a Party hereunder will immediately terminate.
17.9.3 Upon any termination of this Agreement by Genmab pursuant to one another Section 17.2 or destroy all Confidential Information 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 Party and all copies and embodiments thereof (except that than the Receiving Party ADCs included herein in the Territory. For the avoidance of doubt such license shall have not give SGI the right to retain one copy use any Antibody (or sequence information of such Antibody) included in its confidential files for record keeping purposesthis Agreement.
17.9.4 Upon the expiration of the Royalty Term:
(a) SGI shall grant, 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 by this provision be deemed to be have granted, to Genmab a violation of this Agreement so long 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 such electronic files are (a) maintained only on centralized storage servers (and not on personal computers or devices)applicable, with no further obligation to SGI; and
(b) not accessible by any of its personnel (other than its information technology specialists)Genmab shall grant, and (c) are not otherwise accessed subsequently except 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, offer for sale and import SGI Products, 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 Productsno further obligation to Genmab.
10.4.4 Subject to Section 10.4.2 above, in 17.9.5 In the event that this Agreement a Party 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of commercializing Licensed Products under this Agreement, and in accordance with the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration foregoing provisions of this Agreement: 1Article a license is terminated then such Party shall be entitled to, 3.6 (and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including the right to sell off inventory, but in no event for a duration of the period longer of (i) than [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11from the effective date of termination.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Genmab a/S), License and Collaboration Agreement (Genmab a/S)
Effect of Expiration and Termination. 10.4.1 The termination 9.6.1 Termination or expiration of this Agreement shall not affect the rights and obligations of the Parties relieve either party hereto from any obligation to make payment or other liability accruing prior to such termination or expiration expiration, nor preclude either Party party from pursuing all any rights and remedies it may have hereunder in law or under Applicable Law with respect equity which accrued or are based upon any event occurring prior to any breach of this Agreementsuch termination or expiration.
10.4.2 9.6.2 Upon termination or expiration of this Agreement for by Glaxo Wellcome pursuant to Sections 9.3 or 9.5 or any reason, save as expressly provided hereintermination by Deltagen pursuant to Sections 9.2 or 9.4, all rights and licenses granted by or under this Agreement, in respect of Products for which Glaxo Wellcome has not completed all its payment obligations as set out in this Agreement that have come due prior to such termination date, shall immediately terminate and Glaxo Wellcome shall, and shall cause its Research Partners to, (i) immediately discontinue all access to and use of the Parties DeltaBase, the Knockout Mice, ***; (ii) purge the DeltaBase from all computers within its possession or control and otherwise remove the DeltaBase from the Installation Sites; (iii) return to Deltagen or destroy the DeltaBase (except for one (and only one) copy in object code form which may be retained, uninstalled, by counsel to Glaxo Wellcome on magnetic media solely for legal archive purposes), all remaining Knockout Mice, ***, and all licenses granted hereunder information, data, progeny, materials, and other compositions derived therefrom and copies thereof; and (iv) for each Installation Site and all sublicenses granted to such licenses on behalf of Glaxo Wellcome and its Research Partners generally, provide an express written certification by a Party hereunderresponsible officer of GWRD that items (i) will immediately cease and terminate; provided that if a termination is not for this Agreement in its entirety, then through (iii) above have been fully complied with within thirty (30) days after the scope date of such termination or expiration. For the avoidance of any doubt *** (under which Glaxo Wellcome has completed all of such relevant payments), shall be limited continue in full force and effect *** but subject to Glaxo Wellcomes continued compliance with all 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 terms 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 conditions 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 they apply 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.
9.6.3 Upon any termination by Glaxo Wellcome pursuant to Sections 9.2 or 9.4 or by Deltagen pursuant to Section 9.5.1, all rights and licenses granted by or under this Agreement, in respect of *** for which Glaxo Wellcome has either completed or chooses to continue its payment obligations as set out in Section ***, will continue on the terms and conditions set forth in this Agreement (ii) as required by Applicable Lawincluding regarding payment), 5.1but shall be *** received by Glaxo Wellcome through the date of such termination. The survival of such *** pursuant to this Section 9.6.3 shall remain subject to Section 9.6.2 upon subsequent termination of this Agreement as so limited, 5.2by the applicable party.
9.6.4 The provisions of Articles 1, 5.4, 5.5, 5.6, 5.7, 67, 8, 9, 10.310 (excluding Section 10.2), 10.412 and 14; the provisions of Sections 2.6, 10.52.7, 2.8, 3.4.1, 3.4.2.2, 3.4.2.3, 3.4.3, 3.4.5, 4.4, 4.6, 5.4, 6.4 11.1 and 1111.5; and, to the extent applicable, all provisions regarding payment due hereunder shall survive any expiration or termination of this Agreement.
Appears in 1 contract
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 13.5.1 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 survive termination or expiration of this Agreement, including provisions of Articles 1, 8, 9, 10, 13, 14, 18 and 19, Sections 6.1.2, 7.2 and 7.3 and any payment obligations pursuant to Section 6 incurred prior to termination.
13.5.2 Subject to Section 13.5.3, all licenses granted by SGI to Licensee hereunder, including the Parties shall promptly return to one another or destroy all Confidential Information of the other Party Exclusive License, 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 purposessublicenses granted by Licensee hereunder, 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 will immediately terminate upon termination of this Agreement so long as such electronic files are pursuant to Sections 13.2, 13.3 (aif SGI is terminating party) maintained only on centralized storage servers or 13.4 (and not on personal computers or devicesif SGI is terminating party), (b) not accessible by any .
13.5.3 Upon termination 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 for any reason, any Sublicensee hereunder who has not breached its sublicense in any material respect shall be entitled to receive a Party’s or its Affiliates’ or Subcontractors’ possession or control license directly from SGI granting rights substantially the same 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) material respects as those [***] or 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. granted in such sublicense and containing obligations as a licensee identical to those set forth in this Agreement; provided, however, that (iia) as required each such Sublicensee shall expressly agree in writing to be bound by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5the terms and conditions of such direct license, and 11(b) the obligations of SGI under any such direct license shall be no greater than the obligations of SGI hereunder.
13.5.4 Upon the expiration of the Royalty Term, SGI shall grant, and shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, have made, import, have imported and use Drug Conjugation Materials and Licensed Products, for the offer for sale and sale of Licensed Products, with no further obligation to SGI.
13.5.5 Upon any termination of the Exclusive License, except by Licensee in accordance with [***], Licensee shall be automatically deemed to grant to [***].
Appears in 1 contract
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 17.9.1 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 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 shall promptly return by a Party hereunder will immediately terminate.
17.9.3 Upon any termination of this Agreement by Genmab pursuant to one another Section 17.2 or destroy all Confidential Information 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 other 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 [ * ] license in the Territory under the [ * ] to make, have made, use, sell, offer to sell and import [ * ]. For the avoidance of doubt [ * ] shall not [ * ].
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, offer for sale and import SGI Products, with no further obligation to Genmab. [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
17.9.5 In the event that a Party is commercializing Licensed Products under this Agreement, and all copies and embodiments thereof (except that in accordance with the Receiving foregoing provisions of this Article a license is terminated then such Party shall have be entitled to, and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including the right to retain one copy sell off inventory, but 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 no 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration period longer than [ * ] from the effective date of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11termination.
Appears in 1 contract
Samples: License and Collaboration Agreement (Seattle Genetics Inc /Wa)
Effect of Expiration and Termination. 10.4.1 The termination 9.6.1 Termination or expiration of this Agreement shall not affect the rights and obligations of the Parties relieve either party hereto from any obligation to make payment or other liability accruing prior to such termination or expiration expiration, nor preclude either Party party from pursuing all any rights and remedies it may have hereunder in law or equity which accrued or are based upon any event occurring prior to such termination or expiration.
9.6.2 Upon termination of this Agreement by Glaxo Wellcome pursuant to Sections 9.3 or 9.5 or any termination by Deltagen pursuant to Sections 9.2 or 9.4, all rights and licenses granted by or under Applicable Law this Agreement, in respect of Products for which Glaxo Wellcome has not completed all its payment obligations as set out in this Agreement that have come due prior to such termination date, shall immediately terminate and Glaxo Wellcome shall, and shall cause its Research Partners to, (i) immediately discontinue all access to and use of the DeltaBase, the Knockout Mice, ***; (ii) purge the DeltaBase from all computers within its possession or control and otherwise remove the DeltaBase from the Installation Sites; (iii) return to Deltagen or destroy the DeltaBase (except for one (and only one) copy in object code form which may be retained, uninstalled, by counsel to Glaxo Wellcome on magnetic media solely for legal archive purposes), all remaining Knockout Mice, ***, and all information, data, progeny, materials, and other compositions derived therefrom and copies thereof; and (iv) for each Installation Site and on behalf of Glaxo Wellcome and its Research Partners generally, provide an express written certification by a responsible officer of GWRD that items (i) through (iii) above have been fully complied with within thirty (30) days after the date of such termination or expiration. For the avoidance of any doubt any licences granted pursuant to Sectio 4.1 (under which Glaxo Wellcome has completed all of such relevant payments), shall continue in full force and effect notwithstanding any termination of the Access Term or this Agreement but subject to Glaxo Wellcomes continued compliance with all the terms and conditions of this Agreement as they apply to such licenses.
9.6.3 Upon any termination by Glaxo Wellcome pursuant to Sections 9.2 or 9.4 or by Deltagen pursuant to Section 9.5.1, all rights and licenses granted by or under this Agreement, in respect of Products for which Glaxo Wellcome has either completed or chooses to continue its payment obligations as set out in Section 4.2, will continue on the terms and conditions set forth in this Agreement (including regarding payment), but shall be limited to use of DeltaBase, Knockout Mice *** received by Glaxo Wellcome through the date of such termination. The survival of such rights and licenses pursuant to this Section 9.6.3 shall remain subject to Section 9.6.2 upon subsequent termination of this Agreement as so limited, by the applicable party.
9.6.4 [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. and 11.5; and, to the extent applicable, all provisions regarding payment due hereunder shall survive any breach expiration or termination 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11.
Appears in 1 contract
Effect of Expiration and Termination. 10.4.1 The (a) Upon any expiration or earlier termination of this Agreement: (i) Buyer shall have the right, subject to Section 9.1 and 9.2, to continue selling and complete the sale of all inventory of Supplied Products (itself or through Affiliates and/or sublicensees) remaining in its possession at the time of such expiration or termination, as the case may be, in accordance with the terms of the License Agreement, (ii) Buyer shall have the right to exercise the Back-Up Manufacturing License under Section 2.3(b)(ii) for the sole purpose of Manufacturing the Requirements of Supplied Product for Exploitation in the Buyer Territory, in accordance with the terms of the License Agreement (provided that in the event of a termination of this Agreement by Seller pursuant to Section 11.2(b), notwithstanding Section 11.4 to the contrary, Section 2.3(b)(iii) shall be deemed to survive such termination) and (iii) upon Buyer’s request and to the extent not affect previously conducted in connection with any Supply Failure, Seller shall conduct the Technology Transfer (provided that in the event of a termination of this Agreement by Seller pursuant to Section 11.2(b), [***] costs and expenses incurred in connection with the Technology Transfer. Except as set forth in Section 11.3(b)(i), upon expiration or earlier termination of this Agreement, all Firm Orders automatically shall be deemed canceled, and Seller shall have no further obligation with respect thereto.
(b) Upon expiration or termination of this Agreement (other than by Seller pursuant to Section 11.2(b)): (i) Seller shall have the right and obligation (but subject to Section 4.4(c)) to complete any Firm Orders for Supplied Product accepted prior to the date of receipt of notice of such termination and Buyer shall be required to accept delivery and make payment for such Product in accordance with the terms and conditions of this Agreement, (ii) Seller shall use its commercially reasonable efforts to assign to Buyer the Seller Supply Agreements, unless, with respect to any Seller Supply Agreement, such agreement (A) expressly prohibits such assignment, in which case, Seller shall reasonably cooperate with Buyer to secure the consent of the applicable Third Party to such assignment (provided, that Seller shall in no event be required to pay any amounts to effect secure such consent), or (B) covers Manufacturing or other services other than the Manufacture of the Supplied Product for resale in the Buyer Territory (and Seller determines in good faith that it would not be commercially feasible or otherwise practicable to partially assign the rights and obligations of relating to the Parties accruing prior Supplied Product in the Buyer Territory under such agreement to such termination Buyer), in which case ((A) or expiration nor preclude either Party from pursuing all rights and remedies it may have hereunder or under Applicable Law (B)), Seller shall[***] reasonably cooperate with Buyer in connection with Buyer obtaining similar Manufacturing services with respect to the Supplied Product in the Buyer Territory, including facilitating the execution of a new agreement between Buyer and the applicable Third Party with respect thereto, (iii) unless and until assumed pursuant to clause (ii) above or otherwise to the extent reasonably requested by Seller, Buyer shall perform Seller’s obligations under the Seller Supply Agreements to the extent resulting from Buyer’s continued Exploitation of the Product in the Buyer Territory (and Seller shall pass through to Buyer the benefits resulting from such performance) and (iv) Buyer shall, in the event it seeks to establish its own supply of Supplied Product, include the Suppliers in any breach of this Agreementrequests for bids or proposals in connection therewith and consider any bids or proposals received from any Supplier in good faith.
10.4.2 (c) Upon expiration or termination or expiration of this Agreement for any reason, save subject to Section 11.3(a), Buyer shall pay to Seller (i) all amounts payable hereunder to Seller that have accrued but that remain outstanding 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 date of expiration or termination, as applicable, or 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)accrue thereafter, (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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (iii) [***] and (iii) [***], in each case within [***] following such expiration or termination or, if later, of the accrual thereof.
(d) Within [***] following the expiration or termination of this Agreement, each Party shall either, at the other Party’s option (i) return to the other Party all Confidential Information received from the other Party under this Agreement to which such Party does not otherwise retain rights under this Agreement, the Asset Purchase Agreement or the License Agreement or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5destroy, and 11certify in writing to the destruction of, such Confidential Information, except in either case, one copy of such Confidential Information, which may be retained for archival purposes.
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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 13.5.1 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 survive termination or expiration of this Agreement, the Parties shall promptly return to one another or destroy all Confidential Information including provisions 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: Articles 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.310, 10.413, 10.514, 18 and 19, Sections 6.1.2, 7.2 and 7.3 and any payment obligations pursuant to Section 6 incurred prior to termination.
13.5.2 Subject to Section 13.5.3, all licenses granted by SGI to Licensee hereunder, including the Exclusive License, and 11all sublicenses granted by Licensee hereunder, will immediately terminate upon termination of this Agreement pursuant to Sections 13.2, 13.3 (if SGI is terminating party) or 13.4 (if SGI is terminating party).
13.5.3 Upon termination of this Agreement for any reason, any Sublicensee hereunder who has not breached its sublicense in any material respect shall be entitled to receive a license directly from SGI granting rights substantially the same in all material respects as those granted in such sublicense and containing obligations as a licensee identical to those set forth in this Agreement; provided, however, that (a) each such Sublicensee shall expressly agree in writing to be bound by the terms and conditions of such direct license, and (b) the obligations of SGI under any such direct license shall be no greater than the obligations of SGI hereunder.
13.5.4 Upon the expiration of the Royalty Term, SGI shall grant, and shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, have made, import, have imported and use Drug Conjugation Materials and Licensed Products, for the offer for sale and sale of Licensed Products, with no further obligation to SGI.
13.5.5 Upon any termination of the Exclusive License, except by Licensee in accordance with [*], Licensee shall be automatically deemed to grant to [*].
Appears in 1 contract
Samples: Collaboration Agreement (Progenics Pharmaceuticals Inc)
Effect of Expiration and Termination. 10.4.1 The Expiration or termination or expiration of this the Agreement shall not affect the rights and obligations of relieve the Parties of any obligation accruing prior to such expiration or termination. The provisions of Sections [TO BE COMPLETED] and Articles [TO BE COMPLETED] shall survive the expiration or 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 the Agreement.
10.4.2 . Upon termination or expiration of this Agreement for any reasonpursuant to Sections 8.2.2 or 8.2.3, save and in the latter case, provided it is terminated as expressly provided hereina result of a breach of a material obligation of PMC hereunder, all rights and obligations of granted to PMC hereunder shall revert to CISTRON, PMC shall return the Parties entire CISTRON Technology and all licenses granted hereunder embodiments of such technology to CISTRON and shall cease any use of it forthwith. CISTRON shall have a right of first refusal on PMC's -42- 43 intellectual property rights pertaining to any PRODUCT that was developed by PMC at the date of termination (including PMC rights on Joint Inventions), and all sublicenses granted CISTRON and PMC shall negotiate in good faith the Terms and conditions of a license from PMC to CISTRON on such PMC's rights relating to such licenses by a Party hereunderPRODUCT(S) 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 such rights shall not include any intellectual property relating solely to antigens or to any compound other than the FACTOR and provided, further, that PMC shall be deemed under no obligation neither to be provide any technical assistance nor to supply any product or Biological Material. In the event that after termination and reversal of rights and/or license to CISTRON hereunder, CISTRON either alone or in collaboration with any Third-Party or through licenses and sub- licenses eventually commercialize a violation PRODUCT, CISTRON shall pay to PMC an amount equal to one half (50%) of any compensation received, either in kind or in cash, by CISTRON with respect to or in connection with such PRODUCT(S). Upon termination of this Agreement so long as such electronic files are (a) maintained only on centralized storage servers (pursuant to Section 8.2.3 further to a breach of a material obligation of CISTRON hereunder, the LICENSE shall be deemed terminated and not on personal computers or devices)replaced by a perpetual, (b) not accessible by any of its personnel (other than its information technology specialists)fully paid-up, royalty-free, non-cancelable, exclusive and (c) are not otherwise accessed subsequently except worldwide license to the CISTRON Technology to PMC, with the written consent of the disclosing Party right to grant 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 Productsmaintain sub-licenses.
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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11.
Appears in 1 contract
Samples: Collaboration and Option Agreement (Cistron Biotechnology Inc)
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 17.9.1 Except where explicitly provided within this Agreement.
10.4.2 Upon , termination or expiration of this Agreement for any reason, save or expiration of this Agreement, will not affect any: (a) obligations, including payment of any royalties or other sums which have accrued as expressly provided hereinof the date of termination or expiration, all and (b) rights and obligations of which, from the Parties and all licenses granted hereunder (and all sublicenses granted context thereof, are intended 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 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 shall promptly return by a Party hereunder will immediately terminate.
17.9.3 Upon any termination of this Agreement by Genmab pursuant to one another Section 17.2 or destroy all Confidential Information 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 Party and all copies and embodiments thereof (except that than the Receiving Party ADCs included herein in the Territory. For the avoidance of doubt such license shall have not give SGI the right to retain one copy use any Antibody (or sequence information of such Antibody) included in its confidential files for record keeping purposesthis Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, providedMARKED BY BRACKETS, howeverHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, retention AS AMENDED.
17.9.4 Upon the expiration of electronic copies of Confidential Information maintained pursuant to regular electronic data archiving the Royalty Term:
(a) SGI shall grant, and record retention policies and practices that apply to its own general electronic files and information shall not by this provision be deemed to be have granted, to Genmab a violation of this Agreement so long 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 such electronic files are (a) maintained only on centralized storage servers (and not on personal computers or devices)applicable, with no further obligation to SGI; and
(b) not accessible by any of its personnel (other than its information technology specialists)Genmab shall grant, and (c) are not otherwise accessed subsequently except 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, offer for sale and import SGI Products, 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 Productsno further obligation to Genmab.
10.4.4 Subject to Section 10.4.2 above, in 17.9.5 In the event that this Agreement a Party 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 certification of such destruction.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of commercializing Licensed Products under this Agreement, and in accordance with the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration foregoing provisions of this Agreement: 1Article a license is terminated then such Party shall be entitled to, 3.6 (and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including the right to sell off inventory, but in no event for a duration period longer than [ * ] from the effective date of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11termination.
Appears in 1 contract
Samples: License and Collaboration Agreement (Seattle Genetics Inc /Wa)
Effect of Expiration and Termination. 10.4.1 Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. The provisions of Sections 3.9, 5.2, 6.2, 8.2 10.2(d) and 12.1 and Articles 1, 7, 9, 11 and 13 shall survive any expiration or termination of this Agreement. Upon termination or expiration, each Party shall immediately deliver to the other (and cause any of its employees, agents or representatives to so deliver), at such Party’s expense, all Confidential Information of the other Party, including without limitation any and all copies, duplications, summaries and/or notes thereof or derived therefrom, regardless of the format. Upon expiration or termination of this Agreement, Supplier shall manufacture and ship, and Purchaser shall purchase from Supplier in accordance with the terms and conditions of this Agreement, any and all amounts of the Product ordered by Purchaser hereunder (subject to Section 3.6(b)) prior to the effective date of such expiration or termination. In addition, any API in Supplier’s possession or control upon termination or expiration of this Agreement shall not affect be promptly returned to Purchaser at Purchaser’s expense or destroyed by Supplier at the rights and obligations written election of the Parties accruing prior to such Purchaser. In addition, upon 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, Purchaser shall purchase all of Supplier’s then existing and usable Raw Materials, work-in-progress, materials for the Parties shall promptly return to one another Product in Supplier’s possession 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, control upon any termination or expiration; 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 that, the foregoing obligation 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 Partyat Purchaser’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 election if this Agreement is terminatedterminated by Purchaser due to breach by Supplier pursuant to Section 10.2(a); provided, each Party further, that in possession no event shall such purchase price paid to Supplier exceed the aggregate value of Proprietary Compound Raw Materials, work-in-progress, and labeling and packaging materials for Purchaser’s forecasted Product needs for the twelve (12) month period beginning on the date of cancellation. Such payment shall be due within thirty (30) days 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 effective date of such other Party’s Proprietary Compound destroys the Proprietary Compound, the Party in possession of such other Party’s Compound shall provide written certification of such destructioncancellation.
10.4.5 Subject to Section 10.4.2 above, upon receipt by either Party of a termination notice of this Agreement, the Parties shall agree in good faith on a wind-down plan for Preclinical Assessment studies in a reasonable manner that avoids incurring any additional expenditures or non-cancellable obligations.
10.4.6 The following Sections shall survive termination or expiration of this Agreement: 1, 3.6 (for a duration of the longer of (i) [***] or (ii) as required by Applicable Law), 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 6, 8, 9, 10.3, 10.4, 10.5, and 11.
Appears in 1 contract
