Common use of Effect of Expiration or Termination Clause in Contracts

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration Upon the expiration or termination of this Agreement, all rights under the licenses granted hereunder shall automatically terminate, provided however, that expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination. Notwithstanding the foregoing, or (ii) result in the waiver event this Agreement is terminated due to a material breach by TufAmerica, DMG shall be relieved of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite further obligations under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination of this Agreement with respect to a particular country the Masters and/or Option Masters not theretofore delivered to, accepted by DMG, and for which the applicable Advance and Licensing Fee have been paid in accordance with the provisions hereof, including the obligation to pay TufAmerica any Advance or Licensing Fee then unpaid, and all Masters, and Option Masters (and associated Artwork and Metadata) theretofore delivered to and accepted by DMG shall remain licensed to DMG in perpetuity and DMG shall continue to enjoy the rights granted to it pursuant to this Article 4 shall not Section 2 provided DMG continues to pay TufAmerica Royalties and Additional Royalties as provided for herein. Within thirty (i30) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in days following the waiver of any right expiration or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular countryAgreement, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything except to the contrary in extent and for so long as a Party is entitled to retain rights licensed under this Agreement, each Party shall deliver to the licenses granted to Inspire by InSite under this Agreement shall continue during other Party any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) and all Confidential Information, and any copies thereof, of the License Agreement solely other Party in connection its possession, except that the Party will be entitled to retain one (1) copy of all documents in its legal archives for the sole purpose of monitoring its compliance with Inspire’s exercise of its rights as set forth in the License Agreement during such periodconfidentiality obligations hereunder.

Effect of Expiration or Termination. (a) Except as set forth in this Agreement, in the event of termination of this Agreement, the rights and obligations hereunder, excluding any payment obligation that has accrued as of the termination date and excluding rights and obligations relating to confidentiality, shall terminate immediately, except that ARCA and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party 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 Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. (iib) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject CPEC pursuant to Section 4.48.2.1(a) promptly or by ARCA pursuant to ceaseSection 8.2.1(c), any use of any InSite Trademarks ARCA shall return to CPEC all CPEC Intellectual Property provided to ARCA prior to such termination and, if requested to do so by CPEC (except if such termination is pursuant to Section 8.2.1 (c) (ii)), shall provide an exclusive license to CPEC for all know-how and Domain Names in intellectual property relating to Compound or Product that was developed by ARCA during the Territory. (b) Termination Term of this Agreement with respect and as to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have ARCA has the right to sell Inspire Licensed Products under Sections 10.6(c) license, provided that ARCA shall retain the rights for such intellectual property for any fields and uses that do not involve the Compound or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodProduct.

Effect of Expiration or Termination. (a) Except as set forth in this Agreement, in the event of termination of this Agreement, the rights and obligations hereunder, excluding any payment obligation that has accrued as of the termination date and excluding rights and obligations relating to confidentiality, shall terminate immediately, except that INDEVUS and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party 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 Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, or at law. (iib) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject pursuant to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination of this Agreement with respect to a particular country 8.2 or upon termination by AVENTIS pursuant to this Article 4 Section 8.3.1(a), INDEVUS shall, if requested to do so in writing by AVENTIS, grant a license to AVENTIS of INDEVUS Patent Assets and INDEVUS Know-How including any Regulatory Approval, if any, held by INDEVUS for Products at the time of termination. The Parties shall not (i) relieve negotiate in good faith to enter into a Party hereto of any obligation accruing to mutually acceptable license provided, however, that such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in license shall be royalty-free if the termination or modification of any rights or obligations of a Party is by INDEVUS under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country8.2. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration 15.3.1 In the event of expiration or termination of this Agreement, each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Confidential Information to which such first Party does not retain rights under the surviving provisions of this Agreement (except one copy of which may be retained solely for archival purposes). 15.3.2 Upon the effective date of expiration or termination of this Agreement, any rights granted by either Party to the other Party hereunder with respect to the Product shall terminate (other than any post-Term financial obligations as set forth in this Article 15) and KADMON shall promptly cease all performance of the KADMON Agreement Activities hereunder and KADMON shall promptly discontinue the use of any VIVUS Product Trademarks and VIVUS Product Copyrights as well as the Promotional Materials and training materials provided hereunder. 15.3.3 Except as otherwise expressly provided herein, termination or expiration of this Agreement in its entirety pursuant to this Article 4 accordance with the provisions hereof shall not (i) relieve limit any remedies that may otherwise be available in law or equity, nor shall it prejudice any rights that shall have accrued to the benefit of a Party hereto of any obligation accruing to such Party prior to such terminationtermination or expiration, or (ii) result including any rights to payment of sales commissions based on sales of Product in the waiver Territory during the Term, and other costs and expenses incurred during the Term and subject to reimbursement hereunder, with each of any right the provisions of this Agreement for the payment thereof surviving until all such payments have been made. 15.3.4 Except as provided for in Section 10.1.2, no sales commissions shall be due on Net Revenue occurring after expiration or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the TerritoryAgreement. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 15.3.5 In addition, termination or expiration shall not (i) relieve a Party hereto of any obligation accruing from obligations that are expressly indicated to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in survive the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination expiration of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such countryAgreement. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve If this Agreement expires as a Party hereto result of a failure for its continuation to be approved in accordance with Section 9(a) for Cause (as defined below), is terminated pursuant to Section 9(b)(i) for Cause or is terminated pursuant to Section 9(b)(ii) without Good Reason, then the Sub-Adviser shall be entitled to receive all amounts and any obligation accruing accrued but unreimbursed expenses payable to it and not yet paid pursuant to Sections 2 and 3 hereof, as applicable, and the Adviser may elect to enforce the restriction on the Sub-Adviser contained in the proviso in Section 10(a), which shall in the case of such Party prior to such termination, or election survive until the third anniversary of the Effective Date. (ii) If this Agreement expires as a result of a failure for its continuation to be approved in accordance with Section 9(a) other than for Cause, is terminated pursuant to Section 9(b)(i) other than for Cause or is terminated pursuant to Section 9(b)(ii) for Good Reason, then (x) the Sub-Adviser shall be entitled to receive all amounts and any accrued but unreimbursed expenses, payable to it and not yet paid pursuant to Sections 2 and 3 hereof, as applicable, (y) in addition to such amount, so long as the Adviser or an affiliate serves as an investment adviser to the BDC, the Adviser shall pay the Sub-Adviser, in consideration of the efforts of the Sub-Adviser in assisting in the waiver initial structuring and development of the BDC and the Sub-Adviser’s agreements in Section 10, an amount equal to 37.5% of the gross amount of all of the Advisory Fees paid by the BDC over the three year period commencing on the calendar quarter following the calendar quarter in which such termination occurs (such additional amount shall be paid within 15 days after each month in which the BDC makes any right or remedy by a Party hereto accruing to payment on which such Party prior to such termination. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, amount is based) and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4z) promptly to cease, any use of any InSite Trademarks and Domain Names the restriction on the Adviser contained in the Territoryfirst proviso in Section 10(b) shall survive indefinitely. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination. INDEVUS and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. 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 Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, any other provision required to interpret and enforce the Parties' rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or (ii) result in the waiver of any right equity, or remedy by a Party hereto accruing to such Party prior to such terminationotherwise. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject pursuant to Section 4.4) promptly 8.2 or upon termination by ATLANTIC pursuant to ceaseSection 8.3.1(a), any use INDEVUS shall, if requested to do so in writing by ATLANTIC, negotiate a license to ATLANTIC of any InSite Trademarks and Domain Names in know-how relating to the Territory. (b) Termination manufacture or sale of Compound or Product that was developed by INDEVUS during the Term of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto and is owned and controlled by INDEVUS at the time of any obligation accruing to such Party prior to such termination, (ii) result on commercially reasonable terms to be negotiated in good faith between the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such countryParties. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination, including all accrued payment obligations arising under Article 5. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 8 and Article 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) [***] or (ii) the respective periods specified therein. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. (b) Payments of amounts owing to Indevus under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, [***] after the date of such expiration or termination, or (ii) result to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, [***] after the date at which such amounts can be calculated and a fixed sum determined. In the event that the milestone event set forth in Section 5.1(g) is achieved during the waiver of any right Calendar Year in which expiration or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entiretyoccurs, all licenses granted to Inspire by InSite under this Agreement will terminatebut after the effective date of such expiration of termination, and all rights therein will revert to InSite. Inspire promptly Indevus shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination of this Agreement with respect be entitled to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto pro rata portion of any obligation accruing to the milestone payment based on the portion of such Party Calendar Year completed prior to the effective date of such expiration of termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in Upon termination, but not expiration, of this Agreement, the all rights and licenses granted hereunder with respect to Inspire by InSite under the Indevus Intellectual Property shall immediately cease, subject to the provisions of Section 9.3 and this Agreement Section 9.4(c). Within [***] after the effective date of termination of this Agreement, Teva shall continue during any period notify Indevus of the amount of Product Teva, its Affiliates and sublicensees then have on hand or in which Inspire continues to the process of manufacture and shall have the right to sell Inspire Licensed in the Territory (except with respect to any country in the Territory in which Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Product for a period ending upon the earlier of: (i) Teva’s, its Affiliates’ and sublicensees’ sale of all such remaining Product, or (ii) [***] after such termination, and the terms and conditions of this Agreement shall apply to such Product so sold. Indevus hereby grants a non-exclusive license to Teva as necessary to sell such Product in the Territory, subject to payment of all related amounts due under this Agreement. Any remaining quantities of Product not sold during this period shall, at Indevus’ election, either be destroyed by Teva at Teva’s cost or sold to Indevus at Teva’s cost to manufacture such Product. (d) In the event of termination of this Agreement pursuant to this Article 9, the following shall also be applicable: (i) at Indevus’ request, Teva shall promptly transfer and return to Indevus copies of all Data, reports, records and materials in Teva’s possession or control that relate to Compound or Products and return to Indevus all relevant records and materials in Teva’s possession or control containing Proprietary Information of Indevus, provided that Teva may keep one copy of such Proprietary Information of Indevus for archival purposes only; (ii) Teva shall transfer to Indevus ownership of any INDs, Regulatory Approvals, Drug Approval Applications and any other regulatory filings or submissions made or filed for Product by Teva or its designees; (iii) Indevus shall promptly return to Teva all relevant records and materials in Indevus’ possession or control containing Proprietary Information of Teva, provided that Indevus may keep one copy of such Proprietary Information of Teva for archival purposes only; and (iv) if such termination occurs after the assignment of the Assignable Patents pursuant to Section 7.7, Teva (or any Affiliate of Teva, as applicable) will assign to Indevus all Teva’s (or such Affiliate’s) right, title and interest to the Assignable Patents at Teva’s sole cost and expense. (e) In the event of termination of this Agreement by Teva under Section 9.2(a)(ii) or by Indevus under Sections 10.6(c9.2(b)(i) or 10.7(c9.2(c), then, upon the written request of Indevus provided to Teva within [***] of such termination, Teva shall (i) assign to Indevus those Teva Patent Rights, if any, that specifically and only claim the Compound, the use of the Compound and/or methods of making the Compound (and in each case claim no other compound, combination, or product); and (ii) grant to Indevus a non-exclusive, royalty-free, fully paid-up license in the Territory under (A) any Teva Patent Rights not included in (i) above and (B) any Teva Know-How, in each case which are reasonably necessary for Development and Commercialization by Indevus. (f) During the [***] period immediately following any termination of this Agreement, Teva shall, if so requested by Indevus, reasonably cooperate with Indevus to provide for an orderly transition to Indevus or its designee(s) of the License Agreement solely Development and Commercialization activities being performed by Teva hereunder with respect to Product, and after receipt by Indevus of any notification of termination by Teva hereunder, will provide Indevus with reasonable assistance that Indevus may request in connection responding to due diligence requests by Third Parties that Indevus is negotiating with Inspire’s exercise as potential licensees for Compound or Product, provided that Teva shall not be required to disclose to such Third Parties Teva Proprietary Information that does not relate to Compound or Product. In addition, Teva shall cooperate to transition to Indevus upon Indevus’ request any arrangement with any contractor from which Teva had arranged to obtain a supply of Compound or Product, provided that such arrangement is assignable. In the event that such materials are manufactured by Teva or its rights Affiliates then, at Indevus’ request, Teva shall (a) provide Indevus, at the then current [***], such materials for the completion of any Clinical Studies on-going as set forth of the date of transition, and (b) supply to Indevus, at the then current [***], a final, reasonable quantity of material (bulk product or otherwise) as ordered by Indevus within [***] after the end of the [***] period referenced in the License Agreement during such periodthis Section 9.4(f).

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination, including without limitation all accrued payment obligations arising under Section 5 hereof. In addition, INDEVUS shall continue to make all payments provided in Section 5.1(b), unless (i) XXXXXXXX has breached or caused a breach of this Agreement that would give INDEVUS the right to terminate this Agreement under Section 8.3.1 (a) hereof or (ii) result XXXXXXXX has exercised his Reversion Right and elected to receive an assignment of Improvements in lieu of such payments, as provided in Section 8.4(b) below. Upon any termination of this Agreement pursuant to Section 8.2 or 8.3.1, the Consulting Agreement shall also terminate effective on the effective date of such termination, provided, however, that if the Consulting Agreement had previously terminated under Section 2 (a) thereof, any amounts payable under Section 4(b) of the Consulting Agreement shall continue to be payable on the terms and conditions stated therein. Subject to the payment of royalties and other amounts as provided hereunder, INDEVUS and its Affiliates and Sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture; provided, however, that in the waiver event the Agreement is terminated by INDEVUS under Section 8.2 or by XXXXXXXX under Section 8.3.1, INDEVUS, its Affiliates and Sublicensees shall return to XXXXXXXX any Product or Compound that has not been sold or used within six months following 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 Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, the provisions of Articles VI shall survive the expiration or termination of this Agreement. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any right Party against the other accrued or remedy by a Party hereto accruing to such Party under this Agreement prior to such termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. (b) Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject INDEVUS pursuant to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right 8.2 or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon upon termination of this Agreement by XXXXXXXX pursuant to Section 8.3.1(a) , the following shall also be applicable: (i) all licenses granted hereunder with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly XXXXXXXX Intellectual Property shall immediately cease, and cause its Affiliates INDEVUS shall return to XXXXXXXX any XXXXXXXX Intellectual Property and sublicensees all Product and Compound in the possession or control of INDEVUS; and (subject ii) XXXXXXXX may elect, by giving notice in writing to Section 4.4INDEVUS, to either (A) promptly negotiate with INDEVUS to ceaseobtain a license to exploit any part or all of INDEVUS’ rights in Improvements, any use of any InSite Trademarks in such country. (c) Notwithstanding anything know-how relating to the contrary in this Agreementmanufacture or sale of Compound or Product, the licenses granted Other Patent Assets and the results of all clinical trials and all Regulatory Approvals relating to Inspire Compound or Product, (in each case that are owned and controlled by InSite under this Agreement shall continue during any period in INDEVUS at the time of termination and as to which Inspire continues to have INDEVUS has the right to sell Inspire Licensed Products license or sublicense to XXXXXXXX without compensation to any Third Party), on commercially reasonable terms to be negotiated in good faith between the Parties; or (B) request that INDEVUS transfer, convey and assign to XXXXXXXX all rights throughout the world in all such Improvements, know-how, Other Patent Assets, results and Regulatory Approvals (in each case that are owned and controlled by INDEVUS at the time of termination and as to which INDEVUS has the right to assign to XXXXXXXX without compensation to any Third Party) in exchange for XXXXXXXX’x waiver and termination of his right to continue to receive the payments otherwise owing to him under Sections 10.6(cSection 5.1(b) or 10.7(c) hereof following the date of termination; provided, however, that if no such payments are owing to XXXXXXXX as of the License Agreement solely in connection with Inspire’s exercise date of its such termination, then all such Improvements, know-how, results and Regulatory Approvals shall be transferred, conveyed and assigned to XXXXXXXX upon XXXXXXXX’x written request for no additional consideration; and provided, further, that if XXXXXXXX elects the assignment under subsection (B), XXXXXXXX shall also assume any and all Third Party payments that had been or would have been payable by INDEVUS that are related to any of the rights licensed or assigned to XXXXXXXX from INDEVUS, as set forth in applicable, it being understood that if XXXXXXXX elects the License Agreement during license under subsection (A) hereof, the issue of any such periodThird Party payments will be part of the license negotiations.

Effect of Expiration or Termination. (a) Expiration or termination of this ----------------------------------- Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination. PATHOGENICS and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. 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 Agreement and shall continue in effect for five (5) years from the date of expiration or termination. In addition, any other provision required to interpret and enforce the Parties' rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or (ii) result in the waiver of any right equity, or remedy by a Party hereto accruing to such Party prior to such terminationotherwise. Upon termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject pursuant to Section 4.4) promptly 8.2 or upon termination by ALPHA RESEARCH pursuant to ceaseSection 8.3.1(a), any use PATHOGENICS shall, if requested to do so in writing by ALPHA RESEARCH, negotiate a license to ALPHA RESEARCH of any InSite Trademarks and Domain Names in Improvements or Know-How relating to the Territory. (b) Termination manufacture or sale of Technology or Product that was developed by PATHOGENICS during the Term of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto and is owned and controlled by PATHOGENICS at the time of any obligation accruing to such Party prior to such termination, (ii) result on commercially reasonable terms to be negotiated in good faith between the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such countryParties. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Upon termination pursuant to Section 10.3, if there are then outstanding any valid, written sublicense agreements under which Lyell has granted a sublicense to a Third Party and the sublicensee thereunder is in good standing pursuant to the sublicense agreement, then the sublicensee shall have the right to notify Stanford within [*] of notice of termination of this Agreement that it wishes to enter into a direct license with Stanford in order to retain its rights to the Licensed IP Rights granted to it under its sublicense agreement. Following receipt of such notice, Stanford and the sublicensee shall enter into a license agreement the terms of which would be substantially similar to the terms of this Agreement; however, the scope of the direct license, the licensed territory, and the duration of the license grant would be limited to the corresponding terms granted by Lyell to the sublicensee, i.e., the sublicensee shall be granted at least the same scope of rights as it obtained from Lyell under its sublicense agreement, which scope shall not exceed the scope set forth in this Agreement. The financial terms of the direct license agreement, including without limitation the running royalty rate and milestone payments, would be identical to the corresponding financial terms set forth in this Agreement, provided that Stanford would consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with the Agreement. (b) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the parties of any obligation accruing to such Party prior to such expiration or termination, including the obligation for Lyell to pay royalties accrued or (ii) result in the waiver accruable, any claim of Lyell or Stanford, accrued or to accrue, because of any right breach or remedy default by a Party hereto accruing the other party, and the provisions of Sections 2, 5.7.2, 7.3, 8, 9, 10, 11 and 15 and any other provision that by its nature is intended to such Party prior to such termination. Upon survive, shall survive the expiration or termination of this Agreement in its entirety, all licenses granted to Inspire by InSite under this Agreement will terminate, and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the TerritoryAgreement. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entiretyfor any reason, all licenses the license (and sublicense) granted to Inspire by InSite Tarsus under this Agreement will terminate, Section 2.1 shall terminate in full with respect to the country(ies) and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (Licensed Product(s) which are the subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territorysuch termination. (b) Termination 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 this Agreement with respect manufacture at the time of such termination for a period not to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior 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. (iic) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. 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 (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 particular countryLicensed Product; and (ii) which are necessary for the development, manufacture and commercialization of the licenses granted Licensed Product. Notwithstanding the foregoing, Tarsus shall have no obligation to Inspire by InSite under this Agreement solely with respect 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 country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such countrytermination. (cf) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under Upon termination of this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products by Elanco under Sections 10.6(cSection 4.4(a) or 10.7(cSection 11.2(a) or Section 11.2(d), Tarsus shall promptly return all Confidential Information of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodXxxxxx.

Effect of Expiration or Termination. (a) Except as set forth in this Agreement, in the event of termination of this Agreement, the rights and obligations hereunder, excluding any payment obligation that has accrued as of the termination date and excluding rights and obligations relating to confidentiality, shall terminate immediately, except that MEDICINOVA and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. such termination, expiration or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon 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 Agreement and shall continue in its entiretyeffect for seven (7) years from the date of expiration or termination. In addition, all licenses granted any other provision required to Inspire by InSite interpret and enforce the Parties’ rights and obligations under this Agreement will terminateshall also survive, but only to the extent required for the full observation and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination performance of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right Agreement. Any expiration or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon early termination of this Agreement with respect shall be without prejudice to a particular country, the licenses granted to Inspire by InSite rights of any Party against the other accrued or accruing under this Agreement solely with respect prior to such country will terminatetermination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in remedies available under this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period at law, or in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) equity, or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodotherwise.

Effect of Expiration or Termination. Upon termination (but not expiration) of this Agreement by either party pursuant to Section 11.2, 11.3 or 11.4, (a) all rights and licenses granted to Melinta hereunder shall immediately terminate and be of no further force and effect, (b) if this Agreement is terminated by Cidara pursuant to Section 11.3 or 11.4, each Sublicense granted by Melinta shall survive such termination and shall become a direct license by Cidara to such Sublicensee of Melinta, having the same scope as such Sublicense (and no greater than the rights granted by Cidara to Melinta hereunder), and on terms and conditions no less favorable to such Sublicensee than the terms and conditions of this Agreement, provided that (i) such Sublicensee is in good standing and is not in default of such Sublicense or any applicable obligations under this Agreement, and such Sublicensee is not a party in the applicable proceeding described in Section 11.4, (ii) if this Agreement is terminated by Cidara, such Sublicensee agrees in writing to be bound by the terms and conditions of such direct license, and (iii) Cidara will have no obligations under such direct license beyond those expressly set forth in this Agreement, and (c) if this Agreement is terminated by Melinta pursuant to Section 11.2, or by Cidara pursuant to Section 11.3 or 11.4, [*], provided that [*]. Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the parties of any obligation accruing to such Party prior to such expiration or termination, and the provisions of Sections 3.2, 9, 10, 11, 12 and 14 shall survive the expiration or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon termination of this Agreement in its entiretyAgreement. Without limiting the foregoing, all licenses granted the parties will reasonably cooperate to Inspire by InSite under effect a smooth transition following the effective date of termination of this Agreement will terminateAgreement, and Melinta shall: (A) transfer or assign, or cause to be transferred or assigned, to Cidara or its designee (or to the extent not so assignable, take all rights therein will revert reasonable actions to InSite. Inspire promptly make available to Cidara or its designee the benefits of) all Product Filings in the Field in the Territory, whether held in the name of Melinta, its Affiliate or Sublicensee; provided that prior to the effectiveness of the assignment of any Product Filing in the Field in the Territory that is not for a Lead Indication, the parties shall ceasemutually agree upon the commercially reasonable compensation to be paid by Cidara to Melinta for such assignment, and cause if the parties are unable to reach agreement on such compensation, then the matter will be submitted for binding arbitration under Section 14.3, (B) either promptly wind-down any ongoing Development activities with respect to Products in an orderly fashion or promptly transition such Development activities to Cidara or its designee; in each case, with due regard for patient safety and in compliance with all Applicable Laws; (C) facilitate a smooth, orderly and prompt transition of any or all ongoing Manufacture and Commercialization activities with respect to Product to Cidara or its designee(s), and if Melinta had assumed responsibility for the Manufacture of Compound and Product and supply to Cidara, its Affiliates and sublicensees licensees outside the Territory, use Commercially Reasonable Efforts to supply such quantities of Compound and Product as Cidara may reasonably require for the Development and Commercialization of Product in the Field, until [*]; (subject D) transfer to Section 4.4) promptly Cidara all of Melinta’s right, title and interest in and to ceaseany and all Data Controlled by Melinta or any of its Affiliates relating to the Compound or Products, and provide a copy of the material tangible embodiments of such Data, any use of Melinta Grantback Know-How and any InSite Trademarks other material books, records, files and Domain Names documents Controlled by Melinta to the extent related to the Compound or Products [*]; and (E) transfer or assign, or cause to be transferred or assigned, to Cidara or its designee the Cidara Product Trademark, whether held in the Territory. (b) Termination name of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such terminationMelinta, (ii) result in the waiver of any right its Affiliate or remedy by a Party hereto accruing to such Party prior to such terminationSublicensee. Each party will execute all documents, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect cause to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminatebe executed all documents, and take, or cause to be taken, all such rights will revert further actions as may be reasonably requested by the other party in order to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything give effect to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodforegoing clauses.

Effect of Expiration or Termination. (a) Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such expiration or termination, including without limitation all accrued payment obligations arising under Section 6 hereof. Subject to the payment of all amounts required hereunder, Odyssey and its Affiliates shall have the right to sell or (ii) result otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture; provided, however, that in the waiver of event the Agreement is terminated and Odyssey no longer has the right to sell Product in the Territory, Odyssey shall return to Indevus any right Product or remedy by a Party hereto accruing Compound that has not been sold or used within six months following termination and Indevus shall reimburse Odyssey Odyssey’s procurement costs related to such Party prior Product or Compound. In addition to such termination. Upon any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 11 and Article 13 shall survive the expiration or termination of this Agreement and shall continue in its entiretyeffect for [*] years from the date of expiration or termination. In addition, all licenses granted any other provisions required to Inspire by InSite interpret and enforce the Parties’ rights and obligations under this Agreement will terminateshall also survive, but only to the extent required for the full observation and all performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and Domain Names remedies available under this Agreement, at law, or in the Territoryequity, or otherwise. (b) Termination In the event of termination of this Agreement (or, if applicable, termination with respect to a particular country Trospium Once-Daily) pursuant to this Article 4 12, the following shall not also be applicable: (i) relieve a Party hereto Odyssey shall promptly transfer and return to Indevus copies of all data, reports, records and materials in Odyssey’s possession or control that relate to the Products (or, if the termination is with respect to Trospium Once-Daily, that relate to Trospium Once-Daily) and return to Indevus all relevant records and materials in Odyssey’s possession or control containing Proprietary Information of Indevus (provided that Odyssey may keep one copy of such Proprietary Information of Indevus for archival purposes only) and Odyssey shall transfer to Indevus ownership of any obligation accruing regulatory filings made or filed for Product (or, if the termination is with respect to such Party prior Trospium Once-Daily, that relate to such termination, Trospium Once-Daily) by Odyssey or its designees; and (ii) result Indevus shall promptly return to Odyssey all relevant records and materials in the waiver Indevus’s possession or control containing Proprietary Information of any right or remedy by a Party hereto accruing to Odyssey (provided that Indevus may keep one copy of such Party prior to such termination, or (iii) result in the termination or modification Proprietary Information of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such countryOdyssey for archival purposes only). (c) Notwithstanding anything to the contrary in Upon expiration of this Agreement, the all rights and licenses granted to Inspire by InSite under this Agreement Odyssey hereunder with respect to the Indevus Intellectual Property shall continue during be deemed fully paid up and shall survive such expiration and Odyssey shall be relieved of any period in which Inspire continues obligation to have pay Indevus any royalties or other fees hereunder except those that accrued prior to the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) date of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodexpiration.

Effect of Expiration or Termination. (a) Except as set forth in this Agreement, in the event of termination of this Agreement, the rights and obligations hereunder, excluding any payment obligation that has accrued as of the termination date and excluding rights and obligations relating to confidentiality, shall terminate immediately, except that MEDICINOVA and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture. Expiration or termination of this Agreement in its entirety pursuant to this Article 4 shall not (i) relieve a Party hereto the Parties of any obligation accruing to such Party prior to such termination, expiration or (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination. Upon 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 Agreement and shall continue in its entiretyeffect for five (5) years from the date of expiration or termination. In addition, all licenses granted any other provision required to Inspire by InSite interpret and enforce the Parties’ rights and obligations under this Agreement will terminateshall also survive, but only to the extent required for the full observation and all rights therein will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in the Territory. (b) Termination performance of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right Agreement. Any expiration or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon early termination of this Agreement with respect shall be without prejudice to a particular country, the licenses granted to Inspire by InSite rights of any Party against the other accrued or accruing under this Agreement solely with respect prior to such country will terminatetermination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in remedies available under this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period at law, or in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(cequity, or otherwise. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such periodHAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Effect of Expiration or Termination. (a) Expiration Upon expiration or termination of this Agreement, this Agreement shall thereafter have no effect, except that: (a) RTI shall purchase OEM’s Safety Stock of the Products, [***] (b) To the extent Products remain in its entirety pursuant RTI’s Managed Inventory, RTI will direct OEM to this Article 4 ship all Products in RTI’s Managed Inventory to an establishment authorized by Laws to store such Products. RTI will continue to pay OEM the Supply Chain Service Charge for so long as OEM remains in possession of the RTI Managed Inventory. RTI shall not be responsible for all shipping and handling charges; (c) [***] (d) OEM shall continue to process and deliver to RTI all Products that are the subject of an accepted Binding Order or Interim Order as of the effective date of expiration or termination and RTI shall pay the applicable Price for such Products. Notwithstanding the foregoing, (i) relieve a Party hereto of any obligation accruing RTI is not obligated to such Party prior to such termination, or accept delivery if RTI terminates this Agreement for cause; and (ii) result in the waiver of any right or remedy by a Party hereto accruing OEM is not obligated to such Party deliver to RTI if OEM terminates this Agreement for cause (except as otherwise provided herein); (e) Payment obligations that have accrued and have been invoiced prior to the date of termination shall remain due and payable in accordance with the terms of this Agreement; (f) Payment obligations that have accrued but have not been invoiced as of the date of termination shall be invoiced and paid in full within [***] of receipt of such termination. Upon invoice; (g) Except as otherwise set forth in this Section, all rights and licenses granted by one Party to the other Party shall immediately cease, except RTI may continue to distribute its unexpired inventory of Products until the remaining inventory has been depleted; (h) The terms and provisions of this Agreement that, by their sense and context, are intended to survive the termination or expiration of this Agreement shall so survive the termination or expiration, including, without limitation, the provisions regarding limited warranty, confidentiality, limitation of liability, indemnification, and notice; and (i) Notwithstanding any other provision hereof, if this Agreement terminates pursuant to Section 6.02(b) or 6.03 before RTI has fully qualified a second source that is fully ready and able to assume full responsibility for manufacturing the Products as required by RTI, and provided that RTI does not commit or timely cures any Payment Failure, the Parties’ respective obligations under this Agreement shall survive any such termination hereof until such time as RTI has fully qualified a second source of supply that is ready to commence fulfilling RTI’s requirements for Products, such time to qualify a second source not to exceed the period commencing upon termination of this Agreement and ending on the earlier of (i) the first (1st) anniversary of such termination and (ii) the fifth (5th) anniversary of the Effective Date, provided that such period may be extended if OEM fails in any material respect to fully perform its entirety, all licenses granted to Inspire by InSite obligations under this Agreement will terminate, and all rights therein will revert or the Quality Agreement that relate to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject or affect RTI’s practical ability to Section 4.4) promptly to cease, any use of any InSite Trademarks and Domain Names in assume full responsibility for manufacturing the TerritoryProducts. (b) Termination of this Agreement with respect to a particular country pursuant to this Article 4 shall not (i) relieve a Party hereto of any obligation accruing to such Party prior to such termination, (ii) result in the waiver of any right or remedy by a Party hereto accruing to such Party prior to such termination, or (iii) result in the termination or modification of any rights or obligations of a Party under the Agreement not involved in such termination. Upon termination of this Agreement with respect to a particular country, the licenses granted to Inspire by InSite under this Agreement solely with respect to such country will terminate, and all such rights will revert to InSite. Inspire promptly shall cease, and cause its Affiliates and sublicensees (subject to Section 4.4) promptly to cease, any use of any InSite Trademarks in such country. (c) Notwithstanding anything to the contrary in this Agreement, the licenses granted to Inspire by InSite under this Agreement shall continue during any period in which Inspire continues to have the right to sell Inspire Licensed Products under Sections 10.6(c) or 10.7(c) of the License Agreement solely in connection with Inspire’s exercise of its rights as set forth in the License Agreement during such period.