Effect of Expiration or Termination of Agreement. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 10 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Without limiting the foregoing, upon expiration or termination of this Agreement in its entirety pursuant to this Article 10, Inspire shall pay InSite all outstanding accrued payments under this Agreement in the manner required by this Agreement. (b) Upon termination of this Agreement in its entirety by Inspire pursuant to Section 10.2 or by InSite pursuant to Sections 10.3 or 10.4: (i) all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignments. (c) Upon termination of this Agreement in its entirety by Inspire pursuant to Sections 10.3 or 10.4, Inspire shall have a period of [***] months to continue to sell any Inspire Licensed Products in its or its Affiliate’s or sublicensee’s inventory (the “Wind-Down Period”), subject to the payment of royalties and other terms of this Agreement. After the Wind-Down Period, (i) all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. After the Wind-Down Period, Inspire shall promptly cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignments.
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Effect of Expiration or Termination of Agreement. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 10 9 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Without limiting the foregoing, upon expiration or termination of this Agreement in its entirety pursuant to this Article 10, Inspire shall pay InSite all outstanding accrued payments under this Agreement in the manner required by this Agreement.
(b) Upon termination of this Agreement in its entirety by Inspire pursuant to Section 10.2 9.2 or 9.4 or by InSite Faes pursuant to Sections 10.3 or 10.4Section 9.3: (i) all licenses granted to Inspire by InSite Faes under this Agreement will terminate, and all rights therein will revert to InSiteFaes; and (ii) Inspire promptly shall assign to Faes the Inspire Marks under which any Inspire Licensed Product was marketed; (iii) Inspire shall be deemed automatically to grant to Faes the exclusive, worldwide, royalty-free license (with full rights to sublicense) under the Inspire Technology to research, develop, make, have made, use, offer for sale, sell, and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of import Subject Products in the TerritoryField in all countries, provided that territories and jurisdictions of the world; and (iv) Inspire has shall immediately assign and surrender to Faes the right to assign such agreements. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territoryentire Regulatory Dossier. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite Faes may reasonably request in order to give effect to or evidence the foregoing assignmentsassignments and grants.
(c) Upon termination of this Agreement in its entirety by Inspire pursuant to Sections 10.3 or 10.4, Inspire shall have a period of [***] months to continue to sell any Inspire Licensed Products in its or its Affiliate’s or sublicensee’s inventory (the “Wind-Down Period”), subject to the payment of royalties and other terms of this Agreement. After the Wind-Down Period, Section 9.3: (i) all the licenses granted to Inspire by InSite Faes under this Agreement will terminate, and all rights therein will revert to InSiteFaes; (ii) the licenses granted to Faes by Inspire under this Agreement will terminate, and all rights therein will revert to Inspire; and (iiiii) Inspire promptly shall assign and surrender to InSite (A) Faes the entire Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. After the Wind-Down Period, Inspire shall promptly cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the TerritoryDossier. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite Faes may reasonably request in order to give effect to or evidence the foregoing assignments.
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Effect of Expiration or Termination of Agreement. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 10 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in Upon the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Without limiting the foregoing, upon expiration or termination of this Agreement, by either Party, the Parties shall work together, in good faith, in order to wind down the business and operations discussed in this Agreement, in an orderly and timely manner, including, without limitation, the completion of any outstanding orders in process and the sale or liquidation of any remaining Products, the Parties shall evenly share in the monies resulting from the liquidation of the assets. MONTHLY PROFIT DISTRIBUTION
5.1 On a monthly basis, within fifteen (15) days following the end of each month, beginning on the date this Agreement becomes effective:
5.1.1 TVG and Presser shall authorize a disbursement from the above described Presser Direct Special Account to a bank account of TVG’s choosing, said disbursement shall be in its entirety pursuant an amount equal to the cost TVG incurs each month paying for product liability insurance associated with the Products and insuring the Products during all stages of transportation and storage with the exception of Products sold through direct response television in the United States and Canada, insurance of those Products shall be borne by TVG alone and TVG shall not be reimbursed for said expense.
5.1.2 The Parties shall then authorize a second disbursement from the Presser Direct Special Account to a bank account of TVG’s choosing, said disbursement shall be in an amount equal to the costs incurred that month by TVG for the production, shipping, and storage of Product Units sold through QVC, HSN, ShopNBC, or any other teleshopping network, whether in the United States or abroad and any other costs incurred by TVG in selling the Products through any teleshopping networks. TVG and Presser shall also be reimbursed for any hard costs incurred by either Party during that month out of the monies in the Presser Direct Special Account.
5.1.3 After both Parties have been reimbursed for all hard costs incurred during that month the Parties shall authorize the remaining monies in the Presser Direct Special Account to be divided between the Parties, forty-nine (49%) percent to a bank account of Presser’s choosing and fifty-one (51%) percent to a bank account of TVG’s choosing. Notwithstanding the foregoing, the Parties agree that twenty-thousand ($20,000) dollars shall be left in the Presser Direct Special Account at all times until such time as this Article 10Agreement either expires or is terminated, Inspire at that time the remaining $20,000 shall be split between the Parties, 49% to Presser and 51% to TVG.
5.1.4 All accounting regarding these disbursements and the royalty payment discussed below in section 5.1.5 shall be on a cash basis.
5.1.5 In addition to the foregoing, TVG shall pay InSite all outstanding accrued payments under to Presser a royalty of one (1%) percent of the “Adjusted Gross Receipts,” as that term is defined in Exhibit E, received by TVG resulting from sales of the Products through the TVG Channels of Distribution on a monthly basis.
5.2 Presser shall have the right one (1) time during each year of this Agreement in and one (1) time during the manner required by this Agreement.
one (b1) Upon year period following the expiration or termination of this Agreement Agreement, during normal business hours, upon ten (10) days prior written notice to TVG and subject to reasonable confidentiality requirements, at Presser's expense to review, with an advisor or advisors of its choice, the books and records of TVG for the purpose of determining the accuracy of the calculation and payment of the royalty payment described in its entirety 5.1.5 above. In the event that a review determines Presser has received less than ninety-five (95%) percent of the monies owed to it for the audited period, TVG shall reimburse Presser for the reasonable costs of the audit in addition to payment of monies owing by Inspire pursuant it to Section 10.2 or by InSite pursuant to Sections 10.3 or 10.4: (i) all licenses granted to Inspire by InSite under this Agreement will terminatePresser, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) together with interest at the Regulatory Dossier then current prime lending rate as published in the Territory Wall Street Journal, plus three percent (3%) per annum on any overdue amounts. Additionally, in such event TVG shall thereafter be responsible for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary paying or reimbursing Presser for the developmentcost of all future audits performed by Presser. Additionally, manufacture or commercialization of Subject Products in the Territoryevent the foregoing shall occur on more than one (1) occasion (i.e., provided that Inspire a review determines Presser has received less than 95% if the right monies owed to assign such agreements. Inspire promptly it for the review period), TVG shall ceasepay or reimburse Presser for the reasonable costs of the review, and cause its Affiliates and sublicensees (subject in addition to Section 10.5) promptly to ceasepayment of monies owed, any sale of any Subject Product together with interest at the highest legal rate then in effect in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms State of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignmentsFlorida.
(c) Upon termination of this Agreement in its entirety by Inspire pursuant to Sections 10.3 or 10.4, Inspire shall have a period of [***] months to continue to sell any Inspire Licensed Products in its or its Affiliate’s or sublicensee’s inventory (the “Wind-Down Period”), subject to the payment of royalties and other terms of this Agreement. After the Wind-Down Period, (i) all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. After the Wind-Down Period, Inspire shall promptly cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignments.
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Samples: Purchasing and Marketing Agreement (As Seen on TV, Inc.)
Effect of Expiration or Termination of Agreement. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 10 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Without limiting the foregoing, upon expiration or termination of this Agreement in its entirety pursuant to this Article 10, Inspire shall pay InSite all outstanding accrued payments under this Agreement in the manner required by this Agreement.
(b) Upon termination of this Agreement in its entirety by Inspire pursuant to Section 10.2 or by InSite pursuant to Sections 10.3 or 10.4: (i) all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignments.
(c) Upon termination of this Agreement in its entirety by Inspire pursuant to Sections 10.3 or 10.4, Inspire shall have a period of [***] months to continue to sell any Inspire Licensed Products in its or its Affiliate’s or sublicensee’s inventory (the “Wind-Down Period”), subject to the payment of royalties and other terms of this Agreement. After the Wind-Down Period, (i) all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite; and (ii) Inspire promptly shall assign and surrender to InSite (A) the Regulatory Dossier in the Territory for all Subject Products and (B) all Third Party agreements that relate solely to the Subject Products and are necessary for the development, manufacture or commercialization of Subject Products in the Territory, provided that Inspire has the right to assign such agreements. After the Wind-Down Period, Inspire shall promptly cease, and cause its Affiliates and sublicensees (subject to Section 10.5) promptly to cease, any sale of any Subject Product in the Territory. In addition, Inspire promptly shall execute any and all other instruments, forms of assignment or other documents and take such further actions as InSite may reasonably request in order to give effect to or evidence the foregoing assignments. *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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