Common use of Effect of Expiration or Termination; Survival Clause in Contracts

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6, 7, 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years or (ii) the respective periods specified therein. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex shall notify Hanmi of the amount of each Licensed Product Kinex and its Affiliates then have on hand or in the process of manufacture and shall have the right to sell in the Territory, its remaining stock of Licensed Product until all of it is sold; provided, however, the terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi hereby grants a non-exclusive license to Kinex as necessary to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not sold, at Kinex’s election, may be (i) destroyed by Kinex at Kinex’s cost, (ii) sold to Hanmi at Kinex’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at Hanmi’s request, Kinex shall promptly transfer and return to Hamni copies of all Data, reports, records and materials in Kinex’s possession or control that relate to all Compounds or Licensed Products and return to Hanmi all relevant records and materials in Kinex’s possession or control containing Proprietary Information of Hanmi (provided that Kinex may keep one copy of such Proprietary Information of Hanmi for archival purposes only); (ii) Kinex shall transfer to Hanmi ownership of any INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex or its designees; (iii) Hanmi shall promptly return to Kinex all relevant records and materials in Hanmi’s possession or control containing Proprietary Information of Kinex (provided that, Hanmi may keep one copy of such Proprietary Information of Kinex for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Articles 3.3(h). 6, 7, 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years or (ii) the respective periods specified therein. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be he in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. (b) Payments of amounts owing to Hanmi under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex shall notify Hanmi of the amount of each Licensed Product Kinex and its Affiliates then have on hand or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which any Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until all of it is sold; provided, however, the terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi hereby grants a non-exclusive license to Kinex as necessary to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not sold, at Kinex’s election, may be (i) destroyed by Kinex at Kinex’s cost, (iicost,(ii) sold to Hanmi at Kinex’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at Hanmi’s request, Kinex shall promptly transfer and return to Hamni Hanmi copies of all Data, reports, records and materials in Kinex’s possession or control that relate to all Compounds or Licensed Products and return to Hanmi all relevant records and materials in Kinex’s possession or control containing Proprietary Information of Hanmi (provided that Kinex may keep one copy of such Proprietary Information of Hanmi for archival purposes only); (ii) Kinex shall transfer to Hanmi ownership of any INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex or its designees; (iii) Hanmi shall promptly return to Kinex all relevant records and materials in Hanmi’s possession or control containing Proprietary Information of Kinex (provided that, Hanmi may keep one copy of such Proprietary Information of Kinex for archival purposes only); and (iv) all Sublicenses sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing files for bankruptcy under Chapter 7 of the US bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under Chapter 7 of the US bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable lawsvalue. Fair market value would be determined by a Hong Kong US based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Article 4.2(h), 77.1(a), 9 8 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination unless otherwise expressly indicated to the contrary in this Agreement. In addition, any other provisions required interpreting and enforcing the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the longer full observation and performance of (i) five (5) years or (ii) the respective periods specified thereinthis Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Kinex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at on which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex XPH and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex XPH shall notify Hanmi Kinex of the amount of each Licensed Product Kinex and XPH, its Affiliates and sublicensees then have on hand or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until for a period ending upon the earlier of: (i) XPH’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) six (6) months after such termination or expiration, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi Kinex hereby grants a non-exclusive license under the Kinex Intellectual Property to Kinex as necessary XPH solely to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at Kinex’s election, may either be (i) destroyed by XPH at XPH ’s cost or sold to Kinex at Kinex’s cost, (ii) sold to Hanmi at KinexXPH’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiKinex’s request, Kinex XPH shall promptly transfer and return to Hamni Kinex copies of all Data, reports, records and materials in KinexXPH’s possession or control that relate to all Compounds Compound or Licensed Products and return to Hanmi Kinex all relevant records and materials in KinexXPH’s possession or control containing Proprietary Information of Hanmi Kinex (and provided however, Kinex shall, upon such transfer, pay to XPH reasonable fee for transferring any Data, reports, records and materials independently developed and discovered by XPH employees, agents, or other persons acting under or pursuant to XPH’s authority, which fee shall not be less than the out-of-pocket fee incurred by XPH in the development and discovery of such Data, reports, records and materials; and provided further that Kinex XPH may keep one copy of such Proprietary Information of Hanmi Kinex for archival purposes only); (ii) Kinex XPH shall transfer to Hanmi ownership of Kinex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex XPH or its designees; and (iii) Hanmi Kinex shall promptly return to Kinex XPH all relevant records and materials in HanmiKinex’s possession or control containing Proprietary Information of Kinex XPH (provided that, Hanmi that Kinex may keep one copy of such Proprietary Information of Kinex XPH for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereofSECTION 4.3. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6SECTION 3.6, 7SECTION 3.7, 9 SECTION 3.8, ARTICLE VII, ARTICLE IX, and 10 ARTICLE X shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years or (ii) the respective periods specified therein. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth hereinIn addition, the rights Licensor hereby grants to terminate as set forth herein shall be in addition to all other rights and remedies available under Licensee, effective upon expiration of this Agreement, at lawa non-exclusive, or in equityroyalty-free, or otherwisefully paid-up, sublicensable license to the Licensor Know-How that may be infringed by the Licensed Products. (b) Payments of amounts owing to Hanmi any Party under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at on which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex Licensee and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex Licensee shall notify Hanmi Licensor of the amount of each Licensed Product Kinex and that Licensee, its Affiliates and sublicensees then have on hand or in the process of manufacture and manufacture. Licensee shall have the right to sell in the TerritoryTerritory (subject to Regulatory Approvals), its such remaining stock of Licensed Product until for a period ending upon the earlier of: (i) Licensee’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) 6 months after such termination, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi Licensor hereby grants Licensee, effective upon termination of this Agreement, a non-exclusive license to Kinex as necessary under the Licensor Intellectual Property solely to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at KinexLicensor’s election, may either be (i) destroyed by Kinex Licensee at KinexLicensee’s cost, (ii) cost or sold to Hanmi Licensor at KinexLicensee’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) each Party shall, at Hanmi’s requestthe request of the other Party, Kinex shall promptly transfer and return to Hamni or destroy all copies of all Datathe other Party’s Proprietary Information, reportsprovided, records and materials in Kinex’s possession or control however, that relate to all Compounds or Licensed Products and return to Hanmi all relevant records and materials in Kinex’s possession or control containing Proprietary Information of Hanmi (provided that Kinex a Party may keep one copy of such Proprietary Information of Hanmi for archival purposes only)if required to comply with any Applicable Laws; and (ii) Kinex if termination was for material breach of this Agreement by Licensee, the (1) Licensee shall transfer to Hanmi ownership of Licensor any INDsand all Investigational Drug Applications, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex Licensee or its designees; (iii) Hanmi shall promptly return to Kinex all relevant records and materials in Hanmi’s possession or control containing Proprietary Information of Kinex (provided that, Hanmi may keep one copy of such Proprietary Information of Kinex for archival purposes only); and (iv2) all Sublicenses between Kinex and Third Parties Licensee shall survive the termination transfer to Licensor any Data or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal materials relating to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to Technology or the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy courtLicensed Products.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Article 4.2(h), 77.1(a), 9 8 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination unless otherwise expressly indicated to the contrary in this Agreement. In addition, any other provisions required interpreting and enforcing the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the longer full observation and performance of (i) five (5) years or (ii) the respective periods specified thereinthis Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Kinex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at on which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex XPH and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex XPH shall notify Hanmi Kinex of the amount of each Licensed Product Kinex and XPH, its Affiliates and sublicensees then have on hand or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until for a period ending upon the earlier of: (i) XPH’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) six (6) months after such termination or expiration, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi Kinex hereby grants a non-exclusive license under the Kinex Intellectual Property to Kinex as necessary XPH solely to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at Kinex’s election, may either be (i) destroyed by XPH at XPH’s cost or sold to Kinex at Kinex’s cost, (ii) sold to Hanmi at KinexXPH’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiKinex’s request, Kinex XPH shall promptly transfer and return to Hamni Kinex copies of all Data, reports, records and materials in KinexXPH’s possession or control that relate to all Compounds Compound or Licensed Products and return to Hanmi Kinex all relevant records and materials in KinexXPH’s possession or control containing Proprietary Information of Hanmi Kinex (and provided however, Kinex shall, upon such transfer, pay to XPH reasonable fee for transferring any Data, reports, records and materials independently developed and discovered by XPH employees, agents, or other persons acting under or pursuant to XPH’s authority, which fee shall not be less than the out-of-pocket fee incurred by XPH in the development and discovery of such Data, reports, records and materials; and provided further that Kinex XPH may keep one copy of such Proprietary Information of Hanmi Kinex for archival purposes only); (ii) Kinex XPH shall transfer to Hanmi ownership of Kinex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex XPH or its designees; and (iii) Hanmi Kinex shall promptly return to Kinex XPH all relevant records and materials in HanmiKinex’s possession or control containing Proprietary Information of Kinex XPH (provided that, Hanmi that Kinex may keep one copy of such Proprietary Information of Kinex XPH for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Article 3.2(f), 74.3(b), 7 and 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years after the last sale of Licensed Product in the Territory, or (ii) the respective periods specified therein. In addition, any other provisions required interpreting and enforcing 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. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Kinex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex PharmaEssentia and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex PharmaEssentia shall notify Hanmi Kinex of the amount of each Licensed Product Kinex and PharmaEssentia, its Affiliates and sublicensees then have on hand or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until for a period ending upon the earlier of: (i) PharmaEssentia’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) six (6) months after such termination or expiration, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi Kinex hereby grants a non-exclusive license under the Kinex Intellectual Property to Kinex as necessary PharmaEssentia solely to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at Kinex’s election, may either be (i) destroyed by PharmaEssentia at PharmaEssentia’s cost or sold to Kinex at Kinex’s cost, (ii) sold to Hanmi at KinexPharmaEssentia’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiKinex’s request, Kinex PharmaEssentia shall promptly transfer and return to Hamni Kinex copies of all Data, reports, records and materials in KinexPharmaEssentia’s possession or control that relate to all Compounds Compound or Licensed Products and return to Hanmi Kinex all relevant records and materials in KinexPharmaEssentia’s possession or control containing Proprietary Information of Hanmi Kinex (provided that Kinex PharmaEssentia may keep one copy of such Proprietary Information of Hanmi Kinex for archival purposes only); (ii) Kinex PharmaEssentia shall transfer to Hanmi ownership Kinex all right, title and interest in and Control over all Intellectual Property owned and Controlled of PharmaEssentia and arising from inventions during the Agreement Term as described in Section 6.1(a) (ii) of this Agreement, (iii) PharmaEssentia shall transfer to Kinex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex PhannaEssentia or its designees; and (iiiiv) Hanmi Kinex shall promptly return to Kinex PharmaEssentia all relevant records and materials in HanmiKinex’s possession or control containing Proprietary Information of Kinex PharmaEssentia (provided that, Hanmi that Kinex may keep one copy of such Proprietary Information of Kinex PharmaEssentia for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Article 3.2(h), 74.4(b), 7 and 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years after the last sale of Licensed Product in the Territory, or (ii) the respective periods specified therein. In addition, any other provisions required interpreting and enforcing 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. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Kinex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex PharmaEssentia and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex PharmaEssentia shall notify Hanmi Kinex of the amount of each Licensed Product Kinex and Products PharmaEssentia, its Affiliates and sublicensees then have on hand and or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Products have been withdrawn or there is o Regulatory Approval), its remaining stock of Licensed Product until Products for a period ending up n the earlier of: (i) PharmaEssentia’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Products, howeveror (ii) six (6) months after such termination or expiration, the and terms and conditions condition of this Agreement shall apply to such Licensed Product Products so sold. Hanmi Kinex hereby grants a non-exclusive non- elusive license under the Kinex Intellectual Property to Kinex as necessary PharmaEssentia solely to sell such Licensed Product Products in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product Products not soldsold during this period shall, at Kinex’s election, may either be (i) destroyed by PharmaEssentia at PharmaEssentia’s cost or sold to Kinex at Kinex’s cost, (ii) sold to Hanmi at KinexPharmaEssentia’s procurement cost for such Licensed Product, or (iii) sold to customers in the TerritoryProducts. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiKinex’s written request, Kinex PharmaEssentia shall promptly transfer and return to Hamni Kinex copies of all Data, reports, records and materials in KinexPharmaEssentia’s possession or control that relate to all Compounds Compound or Licensed Products and return to Hanmi Kinex all relevant records and materials in KinexPharmaEssentia’s possession or control containing Proprietary Information of Hanmi Kinex (provided that Kinex PharmaEssentia may keep one copy of such Proprietary Information of Hanmi Kinex for archival purposes only); (ii) Kinex PharmaEssentia shall transfer to Hanmi ownership Kinex all right, title and interest in and Control over all Intellectual Property owned and Controlled of PharmaEssentia and arising from inventions during the Agreement Term as described in Section 6.1(a) (ii) of this Agreement, (iii) PharmaEssentia shall transfer to Kinex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex PharmaEssentia or its designees; and (iiiiv) Hanmi Kinex shall promptly return to Kinex all PharmaEssentia 11 relevant records and materials in HanmiKinex’s possession or control containing Proprietary Information of Kinex PharmaEssentia (provided that, Hanmi that Kinex may keep one copy of such Proprietary Information of Kinex PharmaEssentia for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Sublicense Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereofSection 4.3. In addition to any other provisions of this Sublicense Agreement which by their terms continue after the expiration of this Sublicense Agreement, the provisions of Articles3.3(h),6, 7, 9 and 10 SECTION 7.1 shall survive the expiration or termination of this Sublicense Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years or (ii) the respective periods specified therein. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Sublicensor under this Sublicense Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Sublicense Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Sublicense Agreement, thirty (30) days after the date at on which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex Sublicensee and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product Products subject to this Sublicense Agreement on hand or in process of manufacture as of the expiration or termination of this Sublicense Agreement. Within thirty (30) days after the effective date of termination or expiration of this Sublicense Agreement, Kinex Sublicensee shall notify Hanmi Sublicensor of the amount of each Licensed Product Kinex Products that Sublicensee and its Affiliates then have on hand or in the process of manufacture and hand. Sublicensee shall have the right to sell in the TerritoryTerritory (subject to Regulatory Approvals), its such remaining stock of Licensed Product until Products for a period ending upon the earlier of: (i) Sublicensee’s and its Affiliates’ sale of all of it is sold; providedsuch remaining Licensed Products, howeveror (ii) 6 months after such termination, the and terms and conditions of this Sublicense Agreement shall apply to such Licensed Product Products so sold. Hanmi Sublicensor hereby grants Sublicensee, effective upon termination of this Sublicense Agreement, a non-exclusive license to Kinex as necessary to sell such Licensed Product Products in the Field in the Territory, subject to payment of all related amounts due under this Sublicense Agreement. Any remaining quantities of Licensed Product Products not soldsold during this period shall, at KinexSublicensor’s election, may either be (i) destroyed by Kinex Sublicensee at KinexSublicensee’s cost, (ii) cost or sold to Hanmi Sublicensor at KinexSublicensee’s procurement cost for such Licensed ProductProducts. In the event that Sublicensee does not elect to exercise its right, pursuant to this Section 8.2(c), to sell or (iii) sold otherwise dispose of the remaining stock of any Licensed Products, such remaining stock shall be transferred to customers in the TerritorySublicensor at no cost to Sublicensor. (d) Upon the termination or expiration of this Sublicense Agreement, each Party shall, at the following shall also be applicable: (i) at Hanmi’s requestrequest of the other Party, Kinex shall promptly transfer and return to Hamni or destroy all copies of all Datathe other Party’s Proprietary Information, reportsprovided, records and materials in Kinex’s possession or control however, that relate to all Compounds or Licensed Products and return to Hanmi all relevant records and materials in Kinex’s possession or control containing Proprietary Information of Hanmi (provided that Kinex a Party may keep one copy of such Proprietary Information if required to comply with any applicable Laws. Upon the termination of Hanmi for archival purposes onlythis Sublicense Agreement, Sublicensee shall (i) furnish to Sublicensor all Compound-related materials prepared by Sublicensee (e.g., sales records, files, marketing and/or advertising materials); , (ii) Kinex shall transfer assign to Hanmi ownership Sublicensor all agreements with Third Parties that relate to the Commercialization of any INDsLicensed Products in the Territory, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex or its designees; (iii) Hanmi shall promptly return assign to Kinex Sublicensor all relevant records and materials licenses, permissions or authorization to Commercialize the Licensed Products in Hanmi’s possession or control containing Proprietary Information of Kinex (provided that, Hanmi may keep one copy of such Proprietary Information of Kinex for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to HanmiTerritory. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 5 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),67.1(a), 7and Articles 8, 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination unless otherwise expressly indicated to the contrary in this Agreement. In addition, any other provisions required interpreting and enforcing the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the longer full observation and performance of (i) five (5) years or (ii) the respective periods specified thereinthis Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Athenex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at on which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject All licenses and rights to Athenex Technology granted to XPH (including all sublicenses thereunder) shall terminate automatically as of the effective date of the expiration or termination of the Agreement; provided that, subject to the payment of all amounts required hereunder, Kinex XPH and its Affiliates and Sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex XPH shall notify Hanmi Athenex of the amount of each Licensed Product Kinex and XPH, its Affiliates and Sublicensees then have on hand or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until for a period ending upon the earlier of: (i) XPH’s, its Affiliates’ and Sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) [*] ([*]) months after such termination or expiration, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi Athenex hereby grants a non-exclusive license under the Athenex Technology to Kinex as necessary XPH solely to sell such Licensed Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at KinexAthenex’s election, may either be (i) destroyed by Kinex XPH at KinexXPH’s cost, (ii) cost or sold to Hanmi Athenex at KinexXPH’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiAthenex’s request, Kinex XPH shall promptly transfer and return to Hamni Athenex copies of all DataKnow-How, reports, records and materials in KinexXPH’s possession or control that relate to all the Compounds or Licensed Products and return to Hanmi Athenex all Licensee Regulatory Data and all relevant records and materials in KinexXPH’s possession or control containing Proprietary Information of Hanmi (Athenex; provided that Kinex that, XPH may keep one copy of such Proprietary Information of Hanmi Athenex for archival purposes only); (ii) Kinex XPH shall transfer to Hanmi ownership of Athenex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product Products by Kinex XPH or its designees; (iii) Hanmi XPH shall transfer the marketing authorization(s) with respect to the Licensed Products to Athenex or its designee; and (iv) Athenex shall promptly return to Kinex XPH all relevant records and materials in HanmiAthenex’s possession or control containing Proprietary Information of Kinex XPH (provided that, Hanmi Athenex may keep one copy of such Proprietary Information of Kinex XPH for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.

Effect of Expiration or Termination; Survival. (a) If prior to first Regulatory Approval of a Licensed Product in the United States or a Primary EU Market, this Agreement terminates for any reason other than by OGX pursuant to Section 8.2(b)(i) for uncured material breach by Teva, OGX shall pay Teva an amount equal to [***] of OGX’s Net Sales (calculated according to Section 1.77, substituting OGX for Teva) on all Licensed Products. If following Regulatory Approval of a Licensed Product in the United States or any Primary EU Market, this Agreement terminates for any reason, OGX shall pay Teva an amount equal to [***] of OGX’s Net Sales (calculated according to Section 1.77, substituting OGX for Teva) on all Licensed Products. Such amounts shall be due on a Licensed Product by Licensed Product basis for a period beginning on the First Commercial Sale of each such Licensed Product on a country by country basis, until the earlier of (i) [***] thereafter, or (ii) the expiration of the [***] Substantial Generic Competition [***] following the [***] Substantial Generic Competition Event in the given country, provided that at the time of such expiration Substantial Generic Competition still exists in such country. (b) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6, 7, Article 7 and Article 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination termination. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the longer full observation and performance of (i) five (5) years or (ii) the respective periods specified thereinthis Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (bc) Payments of amounts owing to Hanmi OGX under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) [***] days after the date end of such expiration or terminationthe then Calendar Quarter, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) [***] days after the date at end of the Calendar Quarter in which such amounts can be calculated and a fixed sum is mutually determined. (cd) Subject to the payment of all amounts required hereunderUpon termination, Kinex and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination but not expiration, of this Agreement, (i) all rights and licenses granted hereunder with respect to the OGX Intellectual Property shall immediately cease and terminate and revert exclusively to OGX, subject only to the provisions of Section 8.3 and this Section 8.4(d), and (ii) Teva shall immediately assign to OGX the entire right, title and interest in and to all OGX Product Specific Intellectual Property that was assigned to Teva pursuant to the terms of Section 6.1, and all such OGX Product Specific Intellectual Property shall be deemed the Proprietary Information of OGX. Within thirty (30) days [***] after the effective date of termination or expiration of this Agreement, Kinex and subject to Section 8.4(g), Teva shall notify Hanmi OGX of the amount of each Licensed Product Kinex and Teva, its Affiliates and sublicensees then have on hand or in the process of manufacture manufacture. Except in the case of termination by OGX under Section 8.2(b) or 8.2(c) (in which case Teva shall have no right to continue to sell Licensed Products, and OGX shall have the right (at its discretion) to buy all such remaining Licensed Product at actual cost), Teva shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until for a period ending upon the earlier of: (i) Teva’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Product, howeveror (ii) [***] after such termination, the and terms and conditions of this Agreement shall apply to such Licensed Product so sold, including payment by Teva of all royalties owed on such sales under this Agreement (with the assumption such sales were made during the Agreement Term). Hanmi OGX hereby grants a non-exclusive license to Kinex Teva as necessary to sell such Licensed Product in the Territory, subject to payment of all related royalty amounts due under this Agreement. Any remaining quantities of Licensed Product not soldsold during this period shall, at KinexOGX’s election, may either be (i) destroyed by Kinex Teva at KinexTeva’s cost, (ii) cost or sold to Hanmi OGX at KinexTeva’s procurement cost for such Licensed Product, or (iii) sold to customers in the Territory. (de) Upon In the event of termination or expiration of this AgreementAgreement pursuant to this Article 8, the following shall also be applicable: (i) at Hanmi’s request, Kinex Teva shall promptly transfer transfer, assign and return to Hamni OGX copies of all Data, reports, records and other OGX Know-How and all materials in KinexTeva’s possession or control that relate solely to all Compounds Licensed Compound or Licensed Products Product, and shall return to Hanmi OGX all relevant records and materials in KinexTeva’s possession or control containing Proprietary Information of Hanmi OGX (provided that Kinex Teva may keep one copy of such Proprietary Information of Hanmi OGX for archival purposes only), at Teva’s expense; (ii) Kinex Teva shall assign and transfer to Hanmi OGX ownership of any and all INDs, Regulatory Approvals, Drug Approval Applications Applications, all other Regulatory Documents and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex Teva or its designees; (iii) Hanmi Teva shall reassign to OGX any Third Party Agreements that OGX had previously assigned to Teva; (iv) Teva shall assign to OGX all right, title and interest in and to any copyrights (including content in marketing, sales, advertising and promotional materials) used exclusively with Licensed Products, Trademarks and trade dress used exclusively (to the exclusion of all other Products) in connection with the sale or marketing of Licensed Products; (v) Teva shall, at no cost to OGX (other than travel and out of pocket expenses), provide reasonable consultation and assistance for a period of no more than [***] for the purpose of transferring, at OGX’s request, all then-existing commercial arrangements relating specifically to Licensed Compounds and Licensed Products that Teva is able, using reasonable commercial efforts to, transfer or transition to OGX, in each case, to the extent reasonably necessary or useful for OGX to commence or continue researching, Developing, manufacturing, or Commercializing Licensed Products; (vi) except upon termination of this Agreement by Teva under Sections 8.2(a) or 8.2(b)(i), Teva shall remain responsible for completion (it being understood that Teva shall use its Commercially Reasonable Efforts to complete the Clinical Studies referred to immediately below in accordance with the then-current Clinical Development Plan, that OGX will have the ability to comment on such Clinical Studies, and that Teva shall in good faith give reasonable consideration to all such timely received comments) or at its option payment to OGX of all costs and expenses required to complete the three (3) Clinical Studies outlined on Exhibit A commenced (first dosing of patients) prior to the date of the notice of termination and of any other non-cancellable obligation, provided however OGX shall remain responsible for the completion of all activities assigned to it under the Clinical Development Plan and for payment of all Development Expenses (but not to exceed a total of $30,000,000 in aggregate Development Expenses), except as otherwise provided in Section 3.5(c)(iii); and (vii) OGX shall promptly return to Kinex Teva all relevant records and materials in HanmiOGX’s possession or control containing Proprietary Information of Kinex Teva (provided thatthat OGX shall have the right to keep possession of any such Proprietary Information that is licensed to OGX under this Article 8, Hanmi and may keep one copy of all other such Proprietary Information of Kinex Teva for archival purposes only); and . (ivf) all Sublicenses between Kinex and Third Parties shall survive In the event of termination or expiration of this Agreement by Teva under Section 8.2(a) or by OGX under Section 8.2(b)(i) or (ii), and shall be assigned by Kinex subject to Hanmiany payments due pursuant to Sections 8.2(a), at OGX’s request, Teva hereby grants OGX, effective only upon such termination, a non-exclusive license in the Territory, with the right to grant sublicenses under multiple tiers, under any Teva Patent Rights and Teva Know-How solely for the purpose of, and to the extent necessary or reasonably useful for, Development and/or Commercialization of the Licensed Compounds and Licensed Products. (eg) If Kinex becomes insolvent or contemplates In the filing for bankruptcy under bankruptcy laws event of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection the termination of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $after Teva commences manufacture of Licensed Products, Teva shall at OGX’s cost and expense, until the earlier of [***] after notice of such termination and such time as OGX determines in its commercially reasonable discretion that OGX has established sufficient manufacturing resources to meet the requirements for such Licensed Product in the Territory (“Manufacturing Resources”), provide OGX with such assistance as OGX may reasonably request from time to time thereafter in connection with the development of manufacturing capabilities and license of related Intellectual Property to OGX, its Affiliates or its designee. If Kinex files In addition, Teva shall continue to supply, or cause to be supplied, at [***] and in accordance with cGMP, the requirements for bankruptcy the Licensed Product in the Territory as reasonably practical until the earlier of [***] after notice of such termination or other debtor protection under the bankruptcy laws such time as OGX has developed and established Manufacturing Resources. OGX shall use commercially reasonable efforts to expedite its development and establishment of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy courtManufacturing Resources.

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles3.3(h),6Article 3.2(h), 74.4(b), 7 and 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years after the last sale of Licensed Product in the Territory, or (ii) the respective periods specified therein. In addition, any other provisions required interpreting and enforcing 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. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. 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. (b) Payments of amounts owing to Hanmi Kinex under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex PharmaEssentia and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex PharmaEssentia shall notify Hanmi Kinex of the amount of each Licensed Product Kinex and Products PharmaEssentia, its Affiliates and sublicensees then have on hand and or in the process of manufacture and shall have the right to sell in the TerritoryTerritory (except with respect to any country in the Territory in which Licensed Products have been withdrawn or there is o Regulatory Approval), its remaining stock of Licensed Product until Products for a period ending up n the earlier of: (i) PharmaEssentia’s, its Affiliates’ and sublicensees’ sale of all of it is sold; providedsuch remaining Licensed Products, howeveror (ii) six (6) months after such termination or expiration, the and terms and conditions condition of this Agreement shall apply to such Licensed Product Products so sold. Hanmi Kinex hereby grants a non-exclusive non- elusive license under the Kinex Intellectual Property to Kinex as necessary PharmaEssentia solely to sell such Licensed Product Products in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Licensed Product Products not soldsold during this period shall, at Kinex’s election, may either be (i) destroyed by PharmaEssentia at PharmaEssentia’s cost or sold to Kinex at Kinex’s cost, (ii) sold to Hanmi at KinexPharmaEssentia’s procurement cost for such Licensed Product, or (iii) sold to customers in the TerritoryProducts. (d) Upon the termination or expiration of this Agreement, the following shall also be applicable: (i) at HanmiKinex’s written request, Kinex PharmaEssentia shall promptly transfer and return to Hamni Kinex copies of all Data, reports, records and materials in KinexPharmaEssentia’s possession or control that relate to all Compounds Compound or Licensed Products and return to Hanmi Kinex all relevant records and materials in KinexPharmaEssentia’s possession or control containing Proprietary Information of Hanmi (Kinex ( provided that Kinex PharmaEssentia may keep one copy of such Proprietary Information of Hanmi Kinex for archival purposes only); (ii) Kinex PharmaEssentia shall transfer to Hanmi ownership Kinex all right, title and interest in and Control over all Intellectual Property owned and Controlled of PharmaEssentia and arising from inventions during the Agreement Term as described in Section 6.1(a) (ii) of this Agreement, (iii) PharmaEssentia shall transfer to Kinex any and all INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for any Licensed Product by Kinex PharmaEssentia or its designees; and (iiiiv) Hanmi Kinex shall promptly return to Kinex all PharmaEssentia 11 relevant records and materials in HanmiKinex’s possession or control containing Proprietary Information of PharmaEssentia ( provided that Kinex (provided that, Hanmi may keep one copy of such Proprietary Information of Kinex PharmaEssentia for archival purposes only); and (iv) all Sublicenses between Kinex and Third Parties shall survive the termination or expiration of this Agreement and shall be assigned by Kinex to Hanmi. (e) If Kinex becomes insolvent or contemplates the filing for bankruptcy under bankruptcy laws of Hong Kong prior to Regulatory Approval or comparable laws providing for liquidation or other debtor protection of Kinex, Kinex shall immediately inform Hanmi in writing of such situation, in which case Hanmi shall have the right to buy back all rights under this Agreement for $***. If Kinex files for bankruptcy or other debtor protection under the bankruptcy laws of Hong Kong after Regulatory Approval, Hanmi would have the right to buy back all rights under this Agreement at a price equal to the fair market value and Kinex shall cooperate with Hanmi to ensure that such buy back is consummated, subject to the applicable laws. Fair market value would be determined by a Hong Kong based investment banking firm agreed to by Hanmi and Kinex and approved by the bankruptcy court.