Common use of Effect of Expiration or Termination Clause in Contracts

Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 (a) Upon termination of this Agreement for any reason, the license (and sublicense) granted to Tarsus under Section 2.1 shall terminate in full with respect to the country(ies) and Licensed Product(s) which are the subject of such termination. (b) Notwithstanding subsection (a) above, Tarsus, its Affiliates and/or any sublicensee thereof may elect to sell all finished Licensed Products and any Licensed Products in the process of manufacture at the time of such termination for a period not to exceed [***] months after such termination, provided that Tarsus shall pay or cause to be paid to Elanco all royalty payments in accordance with Section 6.3 with respect thereto. (c) Upon termination of this Agreement for any reason and following any request by the relevant sublicensee (provided that such sublicensee is then in compliance with the applicable terms of this Agreement in all material respects), any sublicense of the Licensed IP shall become a direct license between such sublicensee and Elanco (but shall not obligate Elanco beyond the terms of this Agreement) and such sublicensee shall assume all of Tarsus’s payment obligations to Elanco under this Agreement with respect to such sublicensee’s activities (and those of its Affiliates and sublicensees). (d) Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of either Party prior to such termination or expiration. Additionally, the following terms shall survive termination or expiration of this Agreement: Sections 2.2 (unless terminated by Tarsus pursuant to Section 11.2(a)), 6.6, 6.7, 9, 10, 11, and 13. Termination or expiration of this Agreement shall not affect or prejudice any right of either Party to receive payments due hereunder or for which the event giving rise to such payment obligation has occurred prior the effectiveness of such termination or expiration or preclude or hinder the terminating Party from also bringing, amending or pursuing an action against the other Party for damages and all other available legal and equitable remedies. (e) Upon termination of this Agreement by Elanco under Section 4.4 (a) or Section 11.2 (a) Tarsus shall as soon as reasonably practicable provide Elanco with copies of all documented technical and other information Controlled by Tarsus that is both: (i) specific to preclinical documentation and technical information with respect to a Licensed Product; and (ii) which are necessary for the Agreementdevelopment, both Parties shall promptly return any manufacture and all Confidential Information commercialization of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expenseLicensed Product. Notwithstanding the foregoing, each Party Tarsus shall not be required have no obligation to provide any Regulatory Materials or clinical information or data and Elanco shall have no right to (and shall not) reference any Regulatory Materials of Tarsus after such termination. (f) Upon termination of this Agreement by Elanco under Section 4.4(a) or Section 11.2(a) or Section 11.2(d), Tarsus shall promptly return or destroy all Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and ConditionsXxxxxx. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 Upon Termination is not the sole remedy under this Agreement and termination of this Agreement for any reason or the expiration of this Agreement shall not affect obligations or rights of any party incurred or accrued prior to such termination or expiration. The termination of this Agreement shall not affect the right of any party to recover damages from any breach of this Agreement. 18.3.1 In the event of the expiration of this Agreement pursuant to Section 18.1.1(a), or in the event of a valid termination of this Agreement by either GRELAN or BIONUMERIK pursuant to Section 18.2.1 (c) or by KI PHARMA pursuant to Section 18.2.1(a), the obligations and rights of the parties under this Agreement shall terminate, except that the confidentiality obligations under Section 13 shall survive and continue, the ownership and the rights granted under Section 6.2.2 with respect to the Data and Results resulting or obtained prior to such expiration or termination shall survive and continue, the perpetual rights granted under Section 11 with respect to the Improvements and KI PHARMA's new intellectual property resulting or obtained prior to the expiration or termination shall survive and continue, and the rights and obligations under Section 17 and Section 22.12 shall survive and continue. 18.3.2 In the event of a valid termination of this Agreement by GRELAN pursuant to Section 18.2.1(a), Section 18.2.1(b), or Section 18.2.1(e), then notwithstanding any provisions contrary to this Section 18.3.2, (i) all licenses granted hereunder (whether contingent or perpetual) to the AgreementVenture Products GR, both Parties and to the Grelan Improvements, Grelan Patent Rights, and Know-How provided by GRELAN shall promptly return any terminate, (ii) all licenses granted hereunder (whether contingent or perpetual) to the Venture Products BN, and all Confidential Information of to the other PartyBioNumerik Improvements, including copies BioNumerik Patent Rights, and reproductions of such Confidential InformationKnow-How provided by BIONUMERIK shall survive and continue without being affected, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, except that any such Confidential Information so retained licenses which are stated to be exclusive shall remain subject to the confidentiality and become non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any exclusive after such termination or expiration, all Sections and the amounts of this Terms Upfront Payment and Conditions which Royalties payable by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights KI PHARMA for such products shall be reasonably adjusted as may be agreed to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)by the parties hereto in good faith, and Section 11 (General Provisions). Notwithstanding the foregoingiii) all rights, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, title and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained interest in the Merchant Payment AccountVenture Products GR shall revert to GRELAN. Subject to For the Payment Processing Termsavoidance of doubt, Xxxxxxxx acknowledges GRELAN and agrees that Givex has no obligation to BIONUMERIK shall retain Merchant Data and that Givex will have the right to irretrievably delete use the Data and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Results as provided in fullSection 6.2.2.

Effect of Expiration or Termination. 2.4.1 Upon Termination is not the sole remedy under this Agreement and termination of this Agreement for any reason or the expiration of this Agreement shall not affect obligations or rights of any party incurred or accrued prior to such termination or expiration. The termination of this Agreement shall not affect the right of any party to recover damages from any breach of this Agreement. [**] 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. 18.3.1 In the event of the expiration of this Agreement pursuant to Section 18.1.1(a), or in the event of a valid termination of this Agreement by either GRELAN or BIONUMERIK pursuant to Section 18.2.1 (c) or by KI PHARMA pursuant to Section 18.2.1(a), the obligations and rights of the parties under this Agreement shall terminate, except that the confidentiality obligations under Section 13 shall survive and continue, the ownership and the rights granted under Section 6.2.2 with respect to the Data and Results resulting or obtained prior to such expiration or termination shall survive and continue, the perpetual rights granted under Section 11 with respect to the Improvements and KI PHARMA's new intellectual property resulting or obtained prior to the expiration or termination shall survive and continue, and the rights and obligations under Section 17 and Section 22.12 shall survive and continue. 18.3.2 In the event of a valid termination of this Agreement by GRELAN pursuant to Section 18.2.1(a), Section 18.2.1(b), or Section 18.2.1(e), then notwithstanding any provisions contrary to this Section 18.3.2, (i) all licenses granted hereunder (whether contingent or perpetual) to the AgreementVenture Products GR, both Parties and to the Grelan Improvements, Grelan Patent Rights, and Know-How provided by GRELAN shall promptly return any terminate, (ii) all licenses granted hereunder (whether contingent or perpetual) to the Venture Products BN, and all Confidential Information of to the other PartyBioNumerik Improvements, including copies BioNumerik Patent Rights, and reproductions of such Confidential InformationKnow-How provided by BIONUMERIK shall survive and continue without being affected, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, except that any such Confidential Information so retained licenses which are stated to be exclusive shall remain subject to the confidentiality and become non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any exclusive after such termination or expiration, all Sections and the amounts of this Terms Upfront Payment and Conditions which Royalties payable by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights KI PHARMA for such products shall be reasonably adjusted as may be agreed to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)by the parties hereto in good faith, and Section 11 (General Provisions). Notwithstanding the foregoingiii) all rights, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, title and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained interest in the Merchant Payment AccountVenture Products GR shall revert to GRELAN. Subject to For the Payment Processing Termsavoidance of doubt, Xxxxxxxx acknowledges GRELAN and agrees that Givex has no obligation to BIONUMERIK shall retain Merchant Data and that Givex will have the right to irretrievably delete use the Data and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Results as provided in fullSection 6.2.2.

Effect of Expiration or Termination. 2.4.1 Upon the Neither expiration nor termination of this Supply Agreement shall relieve either party of any obligation or liability accruing prior to such expiration or termination, nor shall expiration or any termination of this Supply Agreement preclude either party from pursuing all rights and remedies it may have under this Supply Agreement, at law or in equity, with respect to breach of this Supply Agreement. Sections 2.3, 3.5, 3.10, 3.22 (second paragraph only), 4.4, 4.12, 4.14, 8.4, 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 15.8, 15.9, 15.10, 15.11 and 15.13 and Articles 1, 9, 10 (second and third paragraphs only), 12, 13 and 14 of this Supply Agreement shall survive any expiration or termination of this Supply Agreement. In addition: (a) Sections 5.1, 5.2 and 5.3 shall survive expiration or termination of this Supply Agreement solely with respect to Product delivered pursuant to Purchase Orders issued and accepted during the Agreement, both Parties shall promptly return Term; (b) any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Manufacturing Know-How granted pursuant to Section 1 (Definitions3.6(b), Section 5.12 (Usage Restrictions3.6(c), Section 6 (Privacy and Security3.21 or Section 7.1 prior to expiration or termination shall survive expiration or termination of this Supply Agreement in accordance with its terms, except in the case of termination of this Supply Agreement by UBI pursuant to Section 8.3(b), in which event any right to use Manufacturing Know-How granted pursuant to Section 3.6(b), Section 7 (Confidential Information3.6(c), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights 3.21 or Section 7.1 prior to expiration or termination shall terminate and be of no further force or effect. If any payments of Fees and charges, right to use Manufacturing Know-How granted pursuant to Section 9.3 (No Additional Representations or Warranties3.6(b), Section 10 (Indemnity; Limitation of Liability3.6(c), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of 3.21 or Section 7.1 prior to expiration or termination survives expiration or termination of this Supply Agreement in accordance with the Agreement preceding sentence, then the last sentence of Section 3.13 shall also survive such expiration or termination in accordance with its terms; and * Confidential portion has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (c) any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30use Manufacturing Know-How granted pursuant to Section 8.3(a), Section 8.3(b) days following the or Section 8.3(c) shall survive expiration or termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Supply Agreement in fullaccordance with its terms.

Effect of Expiration or Termination. 2.4.1 Upon A. In the event of expiration or termination of the this Agreement, both Parties DSP shall promptly return destroy or deliver to National all materials comprising, incorporating or using any and all Confidential Information of the other PartyLicensed Technology, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information National Intellectual Property Rights except that DSP may retain one copy of the Licensed Technology solely in order to perform its obligations to provide support and maintenance to DSP Sublicensees and National Sublicensees. ------------------- [*] Omitted pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. DSP shall provide National with a written statement certifying that DSP has complied with the foregoing obligations. B. Except as provided below, all rights and licenses granted by one Party to the other shall terminate upon such expiration or termination, except that (i) if DSP terminates this Agreement pursuant to Section 21.2, any licenses to the Licensed Technology and Test Boards granted to DSP itself shall survive termination; (ii) any licenses granted by a Party that is contained in an archived computer backup system stored to a third party pursuant to Sections 6.0 and 7.0 prior to the effective date or expiration or termination shall survive and continue; and (iii) any licenses granted by DSP to DSP Sublicensees prior to the effective date of expiration or termination and National's rights as a result of automated backup procedures in the ordinary course of the receiving Party’s business; third party beneficiary thereof shall survive and continue provided, however, that any such Confidential Information so retained DSP shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's have no further right to access and use license the GivexPay Services will terminate. Upon any such Licensed Technology upon termination or expiration. The Parties' rights and obligations under Sections 2.3, all 4.2 (for the quarter immediately following termination or expiration), 5.1, 5.2 -5.5 if applicable, 8.0, 10.0 and 17.0 through 22.0 shall survive any expiration or termination. In addition, with respect to Sections 6.0, 7.0, 13.0, 14.0 and 15.0, i) the rights of the Party terminating this Agreement shall survive and its corresponding obligations under said Sections shall terminate; ii) the rights of the non-terminating Party under said Sections shall terminate and its corresponding obligations under said Sections shall survive; and iii) the rights and obligations of both Parties under such Sections shall survive upon natural expiration of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions.backup 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 (a) Upon termination of this Agreement for any reason, the license (and sublicense) granted to Tarsus under Section 2.1 shall terminate in full with respect to the country(ies) and Licensed Product(s) which are the subject of such termination. (b) Notwithstanding subsection (a) above, Tarsus, its Affiliates and/or any sublicensee thereof may elect to sell all finished Licensed Products and any Licensed Products in the process of manufacture at the time of such termination for a period not to exceed [***] months after such termination, provided that Tarsus shall pay or cause to be paid to Elanco all royalty payments in accordance with Section 6.3 with respect thereto. (c) Upon termination of this Agreement for any reason and following any request by the relevant sublicensee (provided that such sublicensee is then in compliance with the applicable terms of this Agreement in all material respects), any sublicense of the Licensed IP shall become a direct license between such sublicensee and Elanco (but shall not obligate Elanco beyond the terms of this Agreement) and such sublicensee shall assume all of Tarsus’s payment obligations to Elanco under this Agreement with respect to such sublicensee’s activities (and those of its Affiliates and sublicensees). (d) Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of either Party prior to such termination or expiration. Additionally, the following terms shall survive termination or expiration of this Agreement: Sections 2.2 (unless terminated by Tarsus pursuant to Section 11.2(a)), 6.6, 6.7, 9, 10, 11, and 13. Termination or expiration of this Agreement shall not affect or prejudice any right of either Party to receive payments due hereunder or for which the event giving rise to such payment obligation has occurred prior the effectiveness of such termination or expiration or preclude or hinder the terminating Party from also bringing, amending or pursuing an action against the other Party for damages and all other available legal and equitable remedies. (e) Upon termination of this Agreement by Elanco under Section 4.4 (a) or Section 11.2 (a) Tarsus shall as soon as reasonably practicable provide Elanco with copies of all documented technical and other information Controlled by Tarsus that is both: (i) specific to preclinical documentation and technical information with respect to a Licensed Product; and (ii) which are necessary for the Agreementdevelopment, both Parties shall promptly return any manufacture and all Confidential Information commercialization of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expenseLicensed Product. Notwithstanding the foregoing, each Party Tarsus shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has have no obligation to retain Merchant Data provide any Regulatory Materials or clinical information or data and that Givex will Elanco shall have the no right to irretrievably delete (and destroy Merchant Data shall not) reference any Regulatory Materials of Tarsus after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullsuch termination.

Effect of Expiration or Termination. 2.4.1 Upon (a) Immediately upon the effectiveness of a Notice of termination delivered by Bxxxx to Seller hereunder (as stated in such Notice), Seller shall, unless otherwise directed by Bxxxx, and subject to Seller’s obligation provide resourcing cooperation under Section 6.7: (i) promptly terminate all performance under this Agreement and under any outstanding Purchase Orders; (ii) transfer title and deliver to Buyer all finished Covered Products completed prior to effectiveness of the Notice of termination; and (iii) return to Buyer all Bailed Property and any other property furnished by or belonging to Buyer or any of Buyer’s customers, or dispose of such Bailed Property or other property in accordance with Buyer’s instructions (provided that Buyer will reimburse Seller for the actual, reasonable costs associated with such disposal); (b) Except for a termination as provided in Section 6.3 by reason of the consummation of the transactions set forth in the Share Purchase Agreement, the expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination. (c) Upon the expiration or earlier termination of this Agreement, both Parties shall promptly each Party shall: (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information, and not retain any copies thereof; (ii) permanently erase all Confidential Information of the other Party’s Confidential Information from its computer systems, including except for copies and reproductions that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Each Party shall destroy any such copies upon the normal expiration of such Confidential Information, at its backup files; and (iii) upon the returning other Party’s sole expense. Notwithstanding written request, certify in writing to such other Party that it has complied with the foregoingrequirements of this Section 6.6(c). (d) In the case of the expiration of this Agreement or automatic termination under Section 6.3, each Party shall not neither Party, will be required liable to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result for any damage of automated backup procedures in any kind (whether direct or indirect) incurred by the ordinary course other Party by reason of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in expiration or earlier termination of this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services subject only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.Section 6.7

Effect of Expiration or Termination. 2.4.1 Upon In the event of expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, Xxxxxxxx's right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than reason, the parties shall have the following rights and obligations: (i) termination by Givex of this Agreement shall not release either party from the obligation to make payment of all amounts then due and payable or accrued (which are not the subject of a good faith dispute); (ii) Cambridge shall continue to supply SJM’s requirements for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only Products to the extent necessary for Merchant SJM to retrieve a copy perform its obligations under any Product orders existing on the date of Merchant Datatermination that SJM is unable to terminate or assign to Cambridge; (iii) SJM shall deliver to Cambridge or destroy, Customer Dataupon request, all Product materials supplied by Cambridge and all Product training or sales and marketing materials of any kind to the extent related to the Products regardless of whether such materials were developed by SJM or Cambridge, except for such materials as are required by SJM in connection with any sales to fulfill outstanding tenders and orders; (iv) the license to use Trademarks set forth in Section 5(a) shall terminate (except to the extent needed to fulfill Product tenders and orders existing on the date of termination under this Section 11(e)); and (v) the obligations of Cambridge and SJM pursuant to Sections 5(b) (Intellectual Property Licenses), 8 (Representations and Warranties), 9 (Product Warranty and Insurance), 10 (Inspection and Dispute Resolution), 11 (Term and Termination), 13 (Indemnification), 14 (Confidential Information and Publicity), and 15 (General Provisions) of this Agreement will survive any expiration or termination of this Agreement. Nothing herein will limit any remedies which a party may have for the other dataparty’s default, materialsexcept as expressly provided herein. Neither party shall be liable to the other for any damage in connection with that party’s termination of this Agreement by written notice in accordance with Section 11(d). SJM shall not be liable to Cambridge for any damages in connection with any failure by SJM to achieve the minimum sales targets for any measurement period as set forth in Section 11(d)(iv), and information collected termination of this Agreement pursuant to Section 11(d)(iv) shall be Cambridge’s sole and exclusive remedy for any failure by SJM to achieve the Merchant as part of minimum sales targets for any period. Cambridge acknowledges that Canada and Mexico are not material markets for the GivexPay Services Products, and contained accordingly, Cambridge may not seek to terminate this Agreement based on any claim based on, or related to, SJM’s failure to market, or delay in marketing, the Merchant Payment Account. Subject to the Payment Processing Terms, Xxxxxxxx acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination Products in Canada or expiry of the Agreement. Xxxxxxxx agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullMexico.