Common use of Effect of Expiration or Termination Clause in Contracts

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.

Effect of Expiration or Termination. (a) Upon any the expiration or earlier termination of this AgreementCMA, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;extent that Seller has any finished goods inventory of Product, or has work-in-process, subassemblies or raw materials inventory for Product, in each case that were manufactured or intended for use in connection with then-pending Purchase Orders or the binding portion of the then most recent forecast that required or forecasted delivery within ninety (90) days of such termination, or were required to comply with Seller’s obligations under Section 3.4, and to the extent that Seller is not reasonably able to utilize such inventory, Buyer shall purchase such inventory form Seller at Seller’s COGS thereof. Seller shall promptly provide buyer such documentation, records, backup and support for such COGS as Buyer shall reasonably request. (b) NCIT shall promptly cease all use Expiration or termination of the Term will not affect Buyer’s obligation to pay for any Licensee Data Products shipped to Buyer hereunder nor any rights or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided obligations of the Parties that, : (i) for claritycome into effect upon or after termination or expiration of this CMA; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant DataAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (ii) NCIT otherwise survive the expiration or earlier termination of this CMA pursuant to Section 17.4 and its affiliates may retain, use and disclose Licensee Data were incurred by the Parties prior to such expiration or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files;earlier termination. (c) Licensee shall promptly cease all use Except as provided in Section 6.5(d), any Notice of termination under this CMA automatically operates as a cancellation of any Services or NCIT Materials and (i) promptly return deliveries of Products to NCITBuyer that are scheduled to be made, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of are to be provided, subsequent to the effective date of termination; and, whether or not any orders for such Products or the applicable Service Schedules had been accepted by Seller. (fd) Notwithstanding any other provision hereof, if NCIT terminates this Agreement terminates pursuant to Section 10.3(a6.3(b) or Section 10.3(b)6.4 before Buyer has fully qualified a second source that is fully ready and able to assume full responsibility for manufacturing the Products as required by Buyer, all Fees and provided that would have become payable had Buyer does not commit or timely cures any Payment Default, the Agreement remained in effect Parties’ respective obligations under this CMA shall survive any such termination hereof until expiration such time as Buyer has fully qualified a second source of supply that is ready to commence fulfilling Buyer’s requirements for Products, such time to qualify a second source not to exceed the period commencing upon termination of this CMA and ending on the earlier of (i) the first (1st) anniversary of such termination and (ii) the fifth (5th) anniversary of the Term will become immediately due and payableEffective Date, and Licensee shall pay if this CMA is terminated during its Initial Term, or the seventh (7th) anniversary of the Effective Date, if this CMA is terminated during the Renewal Term, provided that in either case such Feesperiod may be extended if Seller fails in any material respect to fully perform its obligations under Section 2.4(b) or 16 hereof or any of its obligations under the Asset Purchase Agreement, together with all previously-accrued but not yet paid FeesTransition Services Agreement, on receipt of NCITor any other Transaction Documents that relate to or affect Buyer’s invoice thereforpractical ability to assume full responsibility for manufacturing the Products.

Effect of Expiration or Termination. 14.7.1 Upon any expiration or termination of this AgreementAgreement by MacroGenics in whole or with respect to one or more Terminated Options, except as expressly otherwise provided Terminated Licensed Programs and/or Terminated Territories pursuant to Section 14.2, 14.3, or 14.5 or by Servier in this Agreement (including whole or with respect to one or more Terminated Options, Terminated Licensed Programs or Terminated Territories pursuant to Section 10.5 below):14.4 or 14.6: (a) all rights, licenses, consents licenses and authorizations options granted by either party MacroGenics to Servier with respect to each Terminated Option, Terminated Licensed Program and/or Terminated Territory hereunder shall terminate and Servier shall not have any rights to use or exercise any rights under the other hereunder will immediately terminateMacroGenics IP with respect to any such Terminated Option, Terminated Licensed Program and Terminated Territory; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided thatif such termination occurs during a Research Term, (i) Servier shall Complete any ongoing Clinical Studies in the Servier Territory for clarity, NCIT’s obligations under this Section 10.4(b) do not apply Licensed Product that is subject to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as the Terminated Option where such completion is required by any applicable Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information requested by any Regulatory Authority or would be dictated by any applicable Institutional Review Board with oversight of such Clinical Study in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Informationthe Servier Territory; and (ii) permanently erase Servier shall promptly transfer and assign to MacroGenics all NCIT Materials Supplemental Data and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information *** and (c) if such termination occurs during a License Term: (i) Servier shall provide to MacroGenics a fair and accurate detailed written description of the status of the Development and Commercialization of the Program DARTs and Licensed Products subject to such Terminated Licensed Program and/or in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the Terminated Territory through the effective date of the termination within *** of such termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (dii) NCIT may disable all Licensee the licenses granted to MacroGenics pursuant to Section 4.2 with respect to such Terminated Licensed Program shall remain in effect and Authorized User access to Hosted Services and NCIT Materialsshall become irrevocable; (eiii) if Licensee terminates this Agreement pursuant Servier hereby grants to Section 10.3(b)MacroGenics, Licensee will be relieved effective upon the request of any obligation to pay any Fees attributable MacroGenics, ***. (iv) In the event that MacroGenics requests a license under clause (iii) above and Servier has previously Completed a Phase 3 Clinical Trial for a Licensed Product subject to the period Terminated Licensed Program or such Terminated Territory before the effective date of termination, ***; (v) Servier shall promptly transfer and assign to MacroGenics all Regulatory Documentation and other technical and other information or materials in Servier’s or its Affiliates’ possession or control which are necessary or useful for the Research, Development or Commercialization of the Program DARTs or Licensed Products in each Terminated Licensed Program and Terminated Territory or, if Licensed Program remains or country remains in the Servier Territory, anywhere in the world; provided, that Servier may retain a single copy of such items for its records; (vi) Promptly upon request by MacroGenics, but in no event commencing later than *** after the effective date of termination or continuing for more than *** (except to the extent that requirements of a Regulatory Authority necessitate a longer period), Servier shall provide such termination assistance to MacroGenics as may be reasonably necessary or useful for MacroGenics to commence or continue Developing, Manufacturing or Commercializing Licensed Products under or in the Terminated Licensed Program or Terminated Territory, to the extent Servier is then performing or having performed such activities, including transferring or amending as appropriate, upon request of MacroGenics, any agreements or arrangements with Third Party vendors to Develop, Manufacture or Commercialize Licensed Products under or in such Terminated Licensed Program or Terminated Territory. To the extent that any such contract between Servier and NCIT will refund a Third Party is not assignable to Licensee Fees paid MacroGenics, Servier shall reasonably cooperate with MacroGenics to arrange to continue to provide such services for a reasonable time after termination, not exceeding ***. Within *** after MacroGenics’ receipt of a proper invoice therefor, MacroGenics shall reimburse Servier for Servier’s and its Affiliates’ reasonable Out-of-Pocket Costs incurred in advance for Services that NCIT has not performed as of the effective date of terminationconnection with any technology transfer conducted pursuant to this clause (vi); and (fvii) if NCIT terminates in the event this Agreement is terminated pursuant to Section 10.3(a14.6, Servier shall reasonably cooperate with MacroGenics to either (A) wind down any ongoing Global Clinical Trial conducted under a Global Development Plan previously approved by Servier or Section 10.3(b)(B) which is conducted by Servier in the Servier Territory for the Licensed Product, all Fees that would have become payable had and/or diligently perform any follow-up of a clinical trial initiated in Servier Territory requested by any Regulatory Authority or dictated by any applicable Institutional Review Board. *** the Agreement remained activities mentioned in effect until expiration (A) above and *** shall entirely fund the activities mentioned in (B) above. Servier and Servier’s Affiliates shall provide MacroGenics written notice of the Term will become immediately due quantity of Licensed Product that Servier has in inventory for sale under or in each Terminated Licensed Program or Terminated Territory and payablepermit MacroGenics, at MacroGenics’ option, to purchase all or any part of Servier’s worldwide unsold inventory of such Licensed Product ***. 14.7.2 Upon termination of this Agreement by Servier pursuant to Section 14.2 or 14.3: (a) all rights, licenses and Licensee options granted to Servier, its Affiliates or Sublicensees pursuant to this Agreement shall pay such Feesremain in effect; (b) all payment obligations under ARTICLE 8 shall remain in effect; and (c) all licenses granted by Servier, together its Affiliates or Sublicensees pursuant to this Agreement, if this Agreement was terminated in its entirety, or with all previously-accrued but not yet paid Feesrespect to a Terminated Licensed Program, on receipt of NCIT’s invoice thereforincluding pursuant to section 4.2, shall terminate.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.. Upon Licensee’s request and subject to NCIT’s availability, during the period between a party’s notice of termination and termination, NCIT will use commercially reasonable efforts to assist Licensee in effecting a transition of the Services provided by NCIT hereunder to Licensee or another vendor chosen by Licensee, including the exporting of Licensee Data. Licensee shall pay NCIT for such services on a time and material (“T+M”) basis pursuant to Schedule C.

Effect of Expiration or Termination. (a) The expiration or termination of this Agreement shall not release either party from any of its obligations accrued prior to the effective date of termination, and each party shall remain responsible for the performance of its respective obligations and agreements which are expressly stated to be obligations which survive the termination of this Agreement. Furthermore, the rights to terminate provided for hereinabove are in addition to any other right, remedy, or election either party may have hereunder or at law or in equity. (b) Within ninety (90) days of the effective date of the expiration or termination of this Agreement for any reason, Manufacturer shall purchase at Sharp's cost any Packaging Materials that Sharp has purchased exclusively for Manufacturer in accordance with this Agreement for the production of the Packaged Products. (c) Upon any the effective date of expiration or termination of this Agreement, Sharp shall immediately deliver to Manufacturer or its designee all Products, and all text, graphics and other artwork and Packaging Materials purchased or provided by Manufacturer. Sharp shall also deliver to Manufacturer or its designee all Packaged Products produced hereunder, and shall invoice Manufacturer therefor in accordance with the terms of Section 5.3. (d) Upon the effective date of expiration or termination of this Agreement, Sharp shall, except as expressly may be necessary to otherwise provided in comply with its obligations under this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided thatAgreement, (i) cease to use the Specifications, dies, molds, printing plates and other equipment or supplies provided or paid for clarityby Manufacturer for use in connection with processing, NCIT’s obligations under this Section 10.4(b) do not apply to labeling and packaging of the Products, any Resultant Datatrademarks, (ii) NCIT and its affiliates may retainpatents, use and disclose Licensee Data trade secrets, know-how or Licensee Confidential Information as required by Lawother intellectual property of Manufacturer in any manner whatsoever, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s cease to use the Confidential Information from of Manufacturer, and at Manufacturer's request, return or destroy all systems Licensee directly or indirectly controlscopies of such Confidential Information and all related material in its possession and confirm to Manufacturer in writing that it has complied with this provision; provided that Licensee may Sharp shall retain NCIT Materials or NCIT’s one copy of such Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from for archival purposes. (e) Upon the effective date of expiration or termination of this Agreement, the termination, certify in writing that Tooling Agreement shall terminate and all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has amounts not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will yet fully amortized thereunder shall become immediately due and payablepayable by Manufacturer to Sharp and all right, title and Licensee Interest to the Tooling shall pay immediately pass to and vest in Manufacturer upon the making of such Fees, together payment in accordance with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice thereforthe Tooling Agreement.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, or an Order, as applicable, except as expressly otherwise provided in this Agreement (including Section 10.5 below):Agreement: (a) all rights, licenses, consents and authorizations granted by either party Party to the other hereunder will immediately terminate; (b) NCIT CiteRight shall promptly immediately cease all use of any Licensee Customer Data or LicenseeCustomer’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files;and (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCITCustomer, or at NCITCustomer’s written request, destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from CiteRight Systems; (c) Customer shall immediately cease all use of any CiteRight Services or CiteRight Materials and (i) promptly return to CiteRight, or at CiteRight’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT CiteRight Materials or NCITCiteRight’s Confidential Information; and and (ii) permanently erase all NCIT CiteRight Materials and NCITCiteRight’s Confidential Information from all computer systems Licensee that Customer directly or indirectly controls; provided that Licensee , other than CiteRight Materials and Confidential Information stored on back-up systems created in the normal course. (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain NCIT Materials or NCITthe Disclosing Party’s Confidential Information in its regular backupthen current state and solely to the extent and for so long as required by applicable Law; (ii) CiteRight may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Customer may retain CiteRight Materials in its then current state and solely to the extent and for so long as required by applicable Law; (iv) CiteRight may also retain Customer Data in its backups, archived or archives and disaster recovery systems or filesuntil such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, or as permitted by Section 9.4; an officer or director security and other applicable requirements of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyedthis Agreement; (de) NCIT CiteRight may disable all Licensee Customer and Authorized User access to the CiteRight Hosted Services and NCIT CiteRight Materials;; and (ef) if Licensee Customer terminates this Agreement pursuant to under Section 10.3(b), Licensee Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT CiteRight will refund to Licensee Customer Fees paid in advance for Services that NCIT CiteRight has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; provided, further, any Confidential Information retained hereunder shall be retained in confidence and not otherwise used, except as required by applicable law, rule, regulation or judicial order; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.Upon Licensee’s request and subject to NCIT’s availability, during the period between a party’s notice of termination and termination, NCIT will use commercially reasonable efforts to assist Licensee in effecting a transition of the Services provided by NCIT hereunder to Licensee or another vendor chosen by Licensee, including the exporting of Licensee Data. Licensee shall pay NCIT for such services on a time and material (“T+M”) basis pursuant to Schedule C.

Effect of Expiration or Termination. Upon Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article IV shall survive the expiration or termination of this AgreementAgreement and shall continue in effect for five (5) years from the date of expiration or termination. 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 including the obligation to pay royalties for Product (s) or Compound sold prior to such termination. Except as expressly otherwise provided in this Agreement Section 8, in the event of termination by Interneuron pursuant to Section 8.2, Interneuron shall promptly return any and all HDCI Know-How in its possession at the time of termination. If requested by HDCI, Interneuron and HDCI shall negotiate in good faith the commercially reasonable terms of an exclusive license from Interneuron to HDCI of all information, materials, Improvements, processes, formulas, data, inventions, know-how, trademarks, patent applications, patents, regulatory approvals and intellectual property rights which relate to Compound or Product and which are in Interneuron's possession or control and as to which Interneuron has the right to license or sublicense to HDCI without compensation to any third party (including Section 10.5 below):unless HDCI agrees to pay Interneuron any such compensation) and Interneuron shall use reasonable efforts to have all relevant contracts with third parties related to Compound or Product assigned to HDCI, provided HDCI assumes related obligations under such contracts. (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT Interneuron shall promptly cease return any and all HDCI Know-How in its possession at the time of termination. If requested by HDCI, Interneuron and HDCI shall negotiate in good faith the commercially reasonable terms of a non-exclusive license from Interneuron to HDCI of all information, materials, Improvements, processes, formulas, data, inventions, know-how, trademarks, patent applications, patents, regulatory approvals and intellectual property rights which relate to Compound or Product and which are in Interneuron's possession or control and as to which Interneuron has the right to license or sublicense to HDCI without compensation to any third party (unless HDCI agrees to pay Interneuron any such compensation) and Interneuron shall use of any Licensee Data reasonable efforts to have all relevant contracts with third parties related to Compound or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; Product assigned to HDCI, provided that, (i) for clarity, NCIT’s HDCI assumes related obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice thereforcontracts.

Effect of Expiration or Termination. 14.7.1 Upon any expiration or termination of this AgreementAgreement by MacroGenics in whole or with respect to one or more Terminated Options, except as expressly otherwise provided Terminated Licensed Programs and/or Terminated Territories pursuant to Section 14.2, 14.3, or 14.5 or by Servier in this Agreement (including whole or with respect to one or more Terminated Options, Terminated Licensed Programs or Terminated Territories pursuant to Section 10.5 below):14.4 or 14.6: (a) all rights, licenses, consents licenses and authorizations options granted by either party MacroGenics to Servier with respect to each Terminated Option, Terminated Licensed Program and/or Terminated Territory hereunder shall terminate and Servier shall not have any rights to use or exercise any rights under the MacroGenics IP with respect to any such Terminated Option, Terminated Licensed Program and Terminated Territory; *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (b) if such termination occurs during a Research Term, (i) Servier shall Complete any ongoing Clinical Studies in the Servier Territory for Licensed Product that is subject to the Terminated Option where such completion is required by any applicable Law, requested by any Regulatory Authority or would be dictated by any applicable Institutional Review Board with oversight of such Clinical Study in the Servier Territory; and (ii) Servier shall promptly transfer and assign to MacroGenics all Supplemental Data and *** and (c) if such termination occurs during a License Term: (i) Servier shall provide to MacroGenics a fair and accurate detailed written description of the status of the Development and Commercialization of the Program DARTs and Licensed Products subject to such Terminated Licensed Program and/or in the Terminated Territory through the effective date of termination within *** of such termination; (ii) the licenses granted to MacroGenics pursuant to Section 4.2 with respect to such Terminated Licensed Program shall remain in effect and shall become irrevocable; (iii) Servier hereby grants to MacroGenics, effective upon the request of MacroGenics, ***. (iv) In the event that MacroGenics requests a license under clause (iii) above and Servier has previously Completed a Phase 3 Clinical Trial for a Licensed Product subject to the Terminated Licensed Program or such Terminated Territory before the effective date of termination, ***; (v) Servier shall promptly transfer and assign to MacroGenics all Regulatory Documentation and other hereunder will immediately terminatetechnical and other information or materials in Servier’s or its Affiliates’ possession or control which are necessary or useful for the Research, Development or Commercialization of the Program DARTs or Licensed Products in each Terminated Licensed Program and Terminated Territory or, if Licensed Program remains or country remains in the Servier Territory, anywhere in the world; provided, that Servier may retain a single copy of such items for its records; (vi) Promptly upon request by MacroGenics, but in no event commencing later than *** after the effective date of termination or continuing for more than *** (except to the extent that requirements of a Regulatory Authority necessitate a longer period), Servier shall provide such assistance to MacroGenics as may be reasonably necessary or useful for MacroGenics to commence or continue Developing, Manufacturing or Commercializing Licensed Products under or in the Terminated Licensed Program or Terminated Territory, to the extent Servier is then performing or having performed such activities, including transferring or amending as appropriate, upon request of MacroGenics, any agreements or arrangements with Third Party vendors to Develop, Manufacture or Commercialize Licensed Products under or in such Terminated Licensed Program or Terminated Territory. To the extent that any such contract between Servier and a Third Party is not assignable to MacroGenics, Servier shall reasonably cooperate with MacroGenics to arrange to continue to provide such services for a reasonable time 62 *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. after termination, not exceeding ***. Within *** after MacroGenics’ receipt of a proper invoice therefor, MacroGenics shall reimburse Servier for Servier’s and its Affiliates’ reasonable Out-of-Pocket Costs incurred in connection with any technology transfer conducted pursuant to this clause (vi); and (vii) in the event this Agreement is terminated pursuant to Section 14.6, Servier shall reasonably cooperate with MacroGenics to either (A) wind down any ongoing Global Clinical Trial conducted under a Global Development Plan previously approved by Servier or (B) which is conducted by Servier in the Servier Territory for the Licensed Product, and/or diligently perform any follow-up of a clinical trial initiated in Servier Territory requested by any Regulatory Authority or dictated by any applicable Institutional Review Board. *** the activities mentioned in (A) above and *** shall entirely fund the activities mentioned in (B) above. Servier and Servier’s Affiliates shall provide MacroGenics written notice of the quantity of Licensed Product that Servier has in inventory for sale under or in each Terminated Licensed Program or Terminated Territory and permit MacroGenics, at MacroGenics’ option, to purchase all or any part of Servier’s worldwide unsold inventory of such Licensed Product ***. 14.7.2 Upon termination of this Agreement by Servier pursuant to Section 14.2 or 14.3: (a) all rights, licenses and options granted to Servier, its Affiliates or Sublicensees pursuant to this Agreement shall remain in effect; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s payment obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information ARTICLE 8 shall remain in its regular backup, archived or disaster recovery systems or files;effect; and (c) Licensee shall promptly cease all use of any Services licenses granted by Servier, its Affiliates or NCIT Materials and (i) promptly return Sublicensees pursuant to NCITthis Agreement, if this Agreement was terminated in its entirety, or at NCIT’s written request destroywith respect to a Terminated Licensed Program, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement including pursuant to Section 10.3(b)section 4.2, Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice thereforterminate.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; provided, further, any Confidential Information retained hereunder shall be retained in confidence and not otherwise used, except as required by applicable law, rule, regulation or judicial order; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.. Upon Licensee’s request and subject to NCIT’s availability, during the period between a party’s notice of termination and termination, NCIT will use commercially reasonable efforts to assist Licensee in effecting a transition of the Services provided by NCIT hereunder to Licensee or another vendor chosen by Licensee, including the exporting of Licensee Data. Licensee shall pay NCIT for such services on a time and material (“T+M”) basis pursuant to Schedule C.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below):Agreement: (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT Licensor shall promptly cease all use of any Licensee Data or Licensee’s 's Confidential Information and erase all Licensee Data and Licensee’s 's Confidential Information from all systems NCIT Licensor directly or indirectly controls; , provided that, (i) for clarity, NCIT’s Licensor's obligations under this Section 10.4(b11.4(b) do not apply to any Resultant Data, and (ii) NCIT and its affiliates Licensor may retain, use and disclose retain Licensee Data or Licensee Confidential Information in its regular backup or archived files, or as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or fileslaw; (c) Licensee shall promptly cease all use of any Services or NCIT Licensor Materials and (i) promptly return to NCITLicensor, or at NCIT’s Licensor's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Licensor Materials or NCIT’s Licensor's Confidential Information; and (ii) permanently erase all NCIT Licensor Materials and NCIT’s Licensor's Confidential Information from all systems Licensee directly or indirectly controls; , provided that Licensee may retain NCIT Licensor Materials or NCIT’s Licensor's Confidential Information in its regular backup, backup or archived or disaster recovery systems or files, or as permitted required by Section 9.4; an officer or director of law. Licensor shall be entitled to enter the Licensee’s Location(s) to repossess and remove the Software, Documentation, and any other Confidential Information. Licensee shall, within 30 thirty (30) days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed;. (d) NCIT notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Licensor may also retain Licensee Data in its backups, archives and disaster recovery systems until such Licensee Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 11.4(c) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (e) Licensor may disable all Licensee and Authorized User access to the Hosted Services and NCIT Licensor Materials; (ef) if Licensee terminates this Agreement pursuant to Section 10.3(b11.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT Licensor will refund to Licensee Fees paid in advance for Services that NCIT Licensor has not performed as of the effective date of termination; and (fg) if NCIT Licensor terminates this Agreement pursuant to Section 10.3(a11.3(a) or Section 10.3(b11.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s Licensor's invoice therefor.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, or an Order, as applicable, except as expressly otherwise provided in this Agreement (including Section 10.5 below):Agreement: (a) all rights, licenses, consents and authorizations granted by either party Party to the other hereunder will immediately terminate; (b) NCIT Jurisage shall promptly immediately cease all use of any Licensee Customer Data or LicenseeCustomer’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files;and (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCITCustomer, or at NCITCustomer’s written request, destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from CiteRight Systems; (c) Customer shall immediately cease all use of any CiteRight Services or CiteRight Materials and (i) promptly return to Jurisage, or at Jurisage’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT CiteRight Materials or NCITCiteRight’s Confidential Information; and and (ii) permanently erase all NCIT CiteRight Materials and NCITCiteRight’s Confidential Information from all computer systems Licensee that Customer directly or indirectly controls; provided that Licensee , other than CiteRight Materials and Confidential Information stored on back-up systems created in the normal course. (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain NCIT Materials or NCITthe Disclosing Party’s Confidential Information in its regular backupthen current state and solely to the extent and for so long as required by applicable Law; (ii) Jurisage may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Customer may retain CiteRight Materials in its then current state and solely to the extent and for so long as required by applicable Law; (iv) Jurisage may also retain Customer Data in its backups, archived or archives and disaster recovery systems or filesuntil such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, or as permitted by Section 9.4; an officer or director security and other applicable requirements of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyedthis Agreement; (de) NCIT Jurisage may disable all Licensee Customer and Authorized User access to the CiteRight Hosted Services and NCIT CiteRight Materials;; and (ef) if Licensee Customer terminates this Agreement pursuant to under Section 10.3(b), Licensee Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT Jurisage will refund to Licensee Customer Fees paid in advance for Services that NCIT Jurisage has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice therefor.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, : (a) except as expressly otherwise provided below, Your access to the Matterport Cloud (and access for every Authorized User under Your account) will be deactivated unless You enter into a new subscription on Matterport’s then available terms (and Matterport may elect in its discretion not to offer You a renewal subscription to the Matterport Cloud for a new Subscription Period); (b) Matterport will have the perpetual and unlimited right to continue to retain and use any Derived Content or other Aggregated and Deidentified Data as provided in this Agreement (including Section 10.5 below): (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controlsAgreement; provided that, (i) for clarity, NCIT’s obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of Your subscription fee (or any Services or NCIT Materials and (iportion thereof) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Informationfor the Subscription Period then in effect will not be refunded; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee any accrued and Authorized User access unpaid fees owed to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed Matterport as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) expiration or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term termination will become be immediately due and payable, and Licensee shall pay Matterport will collect such Feesfees by charging Your credit card on file or through other means. In addition, together during the Subscription Period of any Order You will have the right and ability to generate and export any Customer Content and previously purchased Derived Content in Your Matterport Cloud account in file formats available through functionality in Your Matterport Cloud account; provided, however, that Matterport will have no obligation, either during or after the Subscription Period of any Order, to: (i) create or provide any custom export or backup of Customer Content files not available through functionality in Your Matterport Cloud account; (ii) provide to You any Matterport Technology, including without limitation any technology used to display the Customer Content in the proprietary interactive 3D format provided by the Matterport Cloud; or (iii) provide You with access to the Matterport Cloud for the purpose of exporting Customer Content after the end of the Subscription Period. To the extent legally permissible, after the end of the Subscription Period Matterport may purge all previously-accrued but not yet paid FeesCustomer Data relating to such terminated or expired Order in Matterport’s possession; provided, on receipt however, that Matterport will have no obligation to delete or destroy any Customer Content, Derived Content or other Aggregated and Deidentified Data, which Matterport has the right to retain and use pursuant to this Agreement. You may also request a purge of NCIT’s invoice thereforyour Customer Data in writing to Matterport at any time.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement (including Section 10.5 below):Agreement: (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT Licensor shall promptly cease all use of any Licensee Data or Licensee’s 's Confidential Information and erase all Licensee Data and Licensee’s 's Confidential Information from all systems NCIT Licensor directly or indirectly controls; , provided that, (i) for clarity, NCIT’s Licensor's obligations under this Section 10.4(b11.4(b) do not apply to any Resultant Data, and (ii) NCIT and its affiliates Licensor may retain, use and disclose retain Licensee Data or Licensee Confidential Information in its regular backup or archived files, or as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or fileslaw; (c) Licensee shall promptly cease all use of any Services or NCIT Licensor Materials and (i) promptly return to NCITLicensor, or at NCIT’s Licensor's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Licensor Materials or NCIT’s Licensor's Confidential Information; and (ii) permanently erase all NCIT Licensor Materials and NCIT’s Licensor's Confidential Information from all systems Licensee directly or indirectly controls; , provided that Licensee may retain NCIT Licensor Materials or NCIT’s Licensor's Confidential Information in its regular backup, backup or archived or disaster recovery systems or files, or as permitted required by Section 9.4; an officer or director of law. Licensor shall be entitled to enter the Licensee’s Location(s) to repossess and remove the Software, Documentation, and any other Confidential Information. Licensee shall, within 30 thirty (30) days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed;. (d) NCIT notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Licensor may also retain Licensee Data in its backups, archives and disaster recovery systems until such Licensee Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 11.4(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (e) Licensor may disable all Licensee and Authorized User access to the Hosted Services and NCIT Licensor Materials; (ef) if Licensee terminates this Agreement pursuant to Section 10.3(b11.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT Licensor will refund to Licensee Fees paid in advance for Services that NCIT Licensor has not performed as of the effective date of termination; and (fg) if NCIT Licensor terminates this Agreement pursuant to Section 10.3(a11.3(a) or Section 10.3(b11.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s Licensor's invoice therefor.

Effect of Expiration or Termination. Upon Expiration or termination of this ----------------------------------- Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article IV shall survive the expiration or termination of this AgreementAgreement and shall continue in effect for five (5) years from the date of expiration or termination. 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 including the obligation to pay royalties for Product (s) or Compound sold prior to such termination. Except as expressly otherwise provided in this Agreement Section 8, in the event of termination by Interneuron pursuant to Section 8.2, Interneuron shall promptly return any and all HDCI Know-How in its possession at the time of termination. If requested by HDCI, Interneuron and HDCI shall negotiate in good faith the commercially reasonable terms of an exclusive license from Interneuron to HDCI of all information, materials, Improvements, processes, formulas, data, inventions, know-how, trademarks, patent applications, patents, regulatory approvals and intellectual property rights which relate to Compound or Product and which are in Interneuron's possession or control and as to which Interneuron has the right to license or sublicense to HDCI without compensation to any third party (including Section 10.5 below):unless HDCI agrees to pay Interneuron any such compensation) and Interneuron shall use reasonable efforts to have all relevant contracts with third parties related to Compound or Product assigned to HDCI, provided HDCI assumes related obligations under such contracts. (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) NCIT Interneuron shall promptly cease return any and all HDCI Know-How in its possession at the time of termination. If requested by HDCI, Interneuron and HDCI shall negotiate in good faith the commercially reasonable terms of a non-exclusive license from Interneuron to HDCI of all information, materials, Improvements, processes, formulas, data, inventions, know-how, trademarks, patent applications, patents, regulatory approvals and intellectual property rights which relate to Compound or Product and which are in Interneuron's possession or control and as to which Interneuron has the right to license or sublicense to HDCI without compensation to any third party (unless HDCI agrees to pay Interneuron any such compensation) and Interneuron shall use of any Licensee Data reasonable efforts to have all relevant contracts with third parties related to Compound or Licensee’s Confidential Information and erase all Licensee Data and Licensee’s Confidential Information from all systems NCIT controls; Product assigned to HDCI, provided that, (i) for clarity, NCIT’s HDCI assumes related obligations under this Section 10.4(b) do not apply to any Resultant Data, (ii) NCIT and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (iii) NCIT and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; (c) Licensee shall promptly cease all use of any Services or NCIT Materials and (i) promptly return to NCIT, or at NCIT’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any NCIT Materials or NCIT’s Confidential Information; and (ii) permanently erase all NCIT Materials and NCIT’s Confidential Information from all systems Licensee directly or indirectly controls; provided that Licensee may retain NCIT Materials or NCIT’s Confidential Information in its regular backup, archived or disaster recovery systems or files, or as permitted by Section 9.4; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Software and Documentation have been returned, deleted and destroyed; (d) NCIT may disable all Licensee and Authorized User access to Hosted Services and NCIT Materials; (e) if Licensee terminates this Agreement pursuant to Section 10.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and NCIT will refund to Licensee Fees paid in advance for Services that NCIT has not performed as of the effective date of termination; and (f) if NCIT terminates this Agreement pursuant to Section 10.3(a) or Section 10.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of NCIT’s invoice thereforcontracts.