Effect of Expiration - Termination; Surviving Obligations. (a) Upon expiration of the License Term, all rights under this Agreement shall automatically terminate, except as follows, and subject to the provisions of Section 14.4: (i) Cypress shall have the perpetual royalty free right to continue to use Xxxxxx Xxxxx Know-How in the Licensed Territory licensed under this Agreement, as well as the unrestricted right to use Cypress Information and Cypress Formulations; (ii) Xxxxxx Xxxxx shall have the perpetual right to use for the Rest of the World (i) Cypress Information in consideration of the [...***...] royalty to be paid until the end of the 10 year period following the first commercial sale of the Licensed Product by Xxxxxx Xxxxx in the Field, (ii) Cypress Formulations according to the license terms agreed between Cypress and Xxxxxx Xxxxx pursuant to Section 4.2, and (iii) the unrestricted right to use Xxxxxx Xxxxx Know-How; (iii) Cypress' right to continue to use the Trademark shall be governed by the Trademark License Agreement; and (iv) Cypress' commitment to purchase all its requirements of API shall be governed by the Supply Agreement. (b) Upon early termination of this Agreement ("Early Termination") pursuant to Sections 14.2(a) and 14.2(b), the following shall apply: *Confidential Treatment Requested (i) Early Termination by Cypress pursuant to Sections 14.2(a)(i) and (ii), then: (1) [...***...]; and (2) [...***...]
Appears in 1 contract
Effect of Expiration - Termination; Surviving Obligations. (a) Upon expiration of the License Term, all rights under this Agreement shall automatically terminate, except as follows, and subject to the provisions of Section 14.4:
(i) Cypress shall have the perpetual royalty free right to continue to use Xxxxxx Xxxxx Know-How in the Licensed Territory licensed under this Agreement, as well as the unrestricted right to use Cypress Information and Cypress Formulations;
(ii) Xxxxxx Xxxxx shall have the perpetual right to use for the Rest of the World (ix) Cypress Information and Cypress Patents in consideration of the [...***...] royalty to be paid until paid, during the end term described in Section 4.2(b), provided that on a country by country basis, upon expiration of the 10 year period following the first commercial sale of the Licensed Product by term described in Section 4.2(b), Xxxxxx Xxxxx shall have a fully paid-up license to continue using Cypress Information in the Fieldsuch country, (iiy) Cypress Formulations and Cypress Formulation Patents according to the license terms agreed between Cypress and Xxxxxx Xxxxx pursuant to Section 4.24.3, and (iiiz) the unrestricted perpetual right to use Xxxxxx Xxxxx Know-How;
(iii) Cypress' right to continue to use the Trademark shall be governed by the Trademark License Agreement; and
(iv) Cypress' commitment to purchase all its requirements of API shall be governed by the Supply Agreement.
(b) Upon early termination of this Agreement ("Early Termination") pursuant to Sections 14.2(a), 14.2(b) and 14.2(b)or 16.8, the following shall apply: *Confidential Treatment Requested:
(i) In the event of Early Termination by Cypress pursuant to Sections Section 14.2(a)(i) and or (ii), then:
(1) Cypress' right to continue its license under the Licensed Technology that was owned or acquired by Xxxxxx Xxxxx prior to the effective date of Early Termination shall survive subject to the fulfillment by Cypress of all its financial obligations resulting from this Agreement and the Trademark License Agreement; and
(2) Xxxxxx Xxxxx'x right to use the Cypress Information and Cypress Formulations, and Cypress Patents, Cypress Formulation Patents and New Salts, if licensed by Xxxxxx Xxxxx, outside the Licensed Territory shall terminate.
(ii) In the event of Early Termination by Xxxxxx Xxxxx pursuant to Section 14.2(a), 14.2(b) or 16.8, then Cypress and its sub-licensees (subject to Sections 14.3(b)(iii) and (b)(iv)) shall have no more rights under this Agreement and shall return or assign, as applicable, to Xxxxxx Xxxxx or its designee (which shall be Forest to the extent that Forest becomes a direct licensee of Xxxxxx Xxxxx pursuant to Section 14.3(b)(iv)) all Licensed Technology and all Cypress Information and Cypress Formulations Controlled by Cypress including, without limitation, any rights and obligations granted by a Third Party to Cypress on a Cypress Formulation, subject to any rights therein held by any Third Party and including assignment of the NDA and any other Regulatory Approvals with respect to Licensed Product in the Licensed Territory, except that Cypress may retain one copy for purposes of determining its obligations hereunder. Xxxxxx Xxxxx shall then have the worldwide right to use Cypress Information and the Cypress Patents controlled by Cypress in consideration of a [...***...]; and] royalty payment to be paid with respect to sales in the Rest of the World during the term described in Section 4.2(b), provided that on a country by country basis, upon expiration of the term described in Section 4.2(b), Xxxxxx Xxxxx shall have a fully paid-up license to continue using Cypress Information in such country.
(iii) In the event of Early Termination by Xxxxxx Xxxxx pursuant to Section 14.2(a)(i), then any sub-licenses granted under Section 2.1 (other than to Forest, which shall instead be subject to Section 14.3(b)(iv)) shall survive the termination of the License Term and become direct licenses from Xxxxxx Xxxxx under this Agreement.
(iv) Any sub-licenses granted under Section 2.1 to Forest shall survive Early Termination by Xxxxxx Xxxxx and become direct licenses from Xxxxxx Xxxxx to Forest under this Agreement with respect to the territory and field specified in the applicable sub-license if such Early Termination by Xxxxxx Xxxxx occurred pursuant to (1) Section 14.2(a)(i), (2) [...***...]Section 14.2(a)(ii) if Forest did not cause the breach of any material provision of this Agreement by Cypress that resulted in such Early Termination and cures any such payment breach by Cypress to the extent related to the jurisdictions in which Forest holds a sub-license from Cypress, (3) Section 14.2(b)(ii) in the event Forest does not join in the action to challenge or contest Xxxxxx Xxxxx Patent rights, or (4) Section 14.2(b)(iii) if Forest or an affiliate of Forest is not the Third Party that acquired Cypress in such Change in Control transaction that resulted in such Early Termination and, in any event, Forest agrees to assume the obligations of Cypress under this Agreement in writing, there is no evidence that an event has occurred or condition exists that would be reasonably likely to result in an event of default by Forest under the terms of this Agreement over the year following the effective date of the Early Termination and the scope of the sub-license to Forest is substantially similar to that reflected in the Collaboration Agreement as of the date hereof, unless amended with Xxxxxx Xxxxx'x consent.
(c) Expiration or Early Termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, the obligations and rights of the parties under Sections 8, 10.4, 13.1, 13.2, 13.3, 14.3, 14.4, 14.5, 15.1, 15.2, 16.1, 16.2 and 16.3 shall survive expiration or termination of this Agreement. The obligations and rights of the parties under Sections 4.2 and 10 shall survive expiration of this Agreement, to the extent provided in Sections 14.3(a)(ii) and 14.3(b)(ii).
(d) Within 30 days following the expiration or Early Termination of this Agreement, each party shall deliver to the other party any and all Confidential Information of the other party in its possession, except as provided in Section 14.3 herein above.
(e) All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code.
Appears in 1 contract
Effect of Expiration - Termination; Surviving Obligations. (a) Upon expiration early termination of the License Term, all rights under this Agreement shall automatically terminate, except as follows, and subject to the provisions of Section 14.4:
(i) Cypress shall have the perpetual royalty free right to continue to use Xxxxxx Xxxxx Know-How in the Licensed Territory licensed under this Agreement, as well as the unrestricted right to use Cypress Information and Cypress Formulations;
(ii) Xxxxxx Xxxxx shall have the perpetual right to use for the Rest of the World (i) Cypress Information in consideration of the [...***...] royalty to be paid until the end of the 10 year period following the first commercial sale of the Licensed Product by Xxxxxx Xxxxx in the Field, (ii) Cypress Formulations according to the license terms agreed between Cypress and Xxxxxx Xxxxx Forest pursuant to Section 4.29.2(a), Sections 7.11(b), 7.11(c), 7.11(d), 7.11(e) and (iii9.3(c) the unrestricted right to use Xxxxxx Xxxxx Know-How;
(iii) Cypress' right to continue to use the Trademark shall be governed by the Trademark License Agreement; and
(iv) Cypress' commitment to purchase all its requirements of API shall be governed by the Supply Agreementsurvive such termination.
(b) Upon early termination of this Agreement ("Early Termination") by Xxxxxx Xxxxx pursuant to Sections 14.2(a) and 14.2(b), the following shall apply: *Confidential Treatment Requested
(i) Early Termination by Cypress pursuant to Sections 14.2(a)(i) and (iiSection 9.2(a), then:
(1i) [...***...]all rights granted to Forest hereunder shall terminate and Forest and its Affiliates and sublicensees shall cease all use of such Manufacturing Know-How and shall comply with its obligations under the Agreement with respect to Xxxxxx Xxxxx’x Confidential Information; and
(2ii) [...***...]the License Agreement shall automatically terminate with the consequences described in Section 10.5(d) of the License Agreement.
(c) Expiration or early termination of this Agreement shall not relieve the Parties of any obligation accruing hereunder prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, the obligations and rights of the Parties under Sections 8.2 (Indemnification), 8.3 (Indemnification Procedures), 9.3 (Effect of Expiration; Termination; Surviving Obligations), 9.4 (Exercise of Right to Terminate), 9.5 (Damages; Relief), 10.1 (Dispute Resolution and Arbitration), 10.2 (Confidentiality) and 10.3 (Governing Law and Venue) shall survive expiration or termination of this Agreement. However, in the event that this Agreement is not extended because Xxxxxx Xxxxx is unable or unwilling to agree to the same financial terms as set forth herein at the time such negotiation occurs and there is no qualified supplier of Compound then able to supply Compound on commercially reasonable terms without such entity’s requiring a manufacturing license from Xxxxxx Xxxxx, then the provisions of Section 7.11(b), 7.11(c), 7.11(d) and 7.11(e) shall apply, as if the Manufacturing Right had been duly exercised under those sections, and shall survive the expiration of this Agreement, except that, in such a case, Forest shall reimburse Xxxxxx Xxxxx for its reasonable and documented costs associated with the transfer of the Manufacturing Know-How, including the assistance provided by Xxxxxx Xxxxx if requested by Forest.
(d) In the event that, upon expiration of the Term, this Agreement is not extended pursuant to Section 9.1, then subject to Section 9.3(c) all rights granted to Forest hereunder shall terminate as of the last day of the Term, and Forest, its Affiliates and sublicensees shall cease all use of the Manufacturing Know-How and shall comply with the provisions of Section 8 of the License Agreement with respect to Xxxxxx Xxxxx’x Confidential Information.
(e) All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code.
Appears in 1 contract
Samples: Purchase and Supply Agreement (Forest Laboratories Inc)
Effect of Expiration - Termination; Surviving Obligations. (a) Upon expiration early termination of the License Term, all rights under this Agreement shall automatically terminateby Cypress pursuant to Section 10.2(a), except as follows, and subject in addition to the provisions of set forth in Section 14.4:
(i10.3(c), Sections 8.11(b), 8.11(c), 8.11(d) Cypress and 8.11(e) shall have the perpetual royalty free right to continue to use Xxxxxx Xxxxx Know-How in the Licensed Territory licensed under this Agreement, as well as the unrestricted right to use Cypress Information and Cypress Formulations;
(ii) Xxxxxx Xxxxx shall have the perpetual right to use for the Rest of the World (i) Cypress Information in consideration of the [...***...] royalty to be paid until the end of the 10 year period following the first commercial sale of the Licensed Product by Xxxxxx Xxxxx in the Field, (ii) Cypress Formulations according to the license terms agreed between Cypress and Xxxxxx Xxxxx pursuant to Section 4.2, and (iii) the unrestricted right to use Xxxxxx Xxxxx Know-How;
(iii) Cypress' right to continue to use the Trademark shall be governed by the Trademark License Agreement; and
(iv) Cypress' commitment to purchase all its requirements of API shall be governed by the Supply Agreementsurvive such termination.
(b) Upon early termination of this Agreement ("Early Termination") by Xxxxxx Xxxxx pursuant to Sections 14.2(aSection 10.2(a) and 14.2(b), the following shall apply: *Confidential Treatment Requested
(i) Early Termination by Cypress pursuant to Sections 14.2(a)(i) and (iior 10.2(d), then:
(1i) [...***...]all rights granted to Cypress hereunder shall terminate, and, subject to Section 10.3(d), Cypress and its affiliates and sub-licensees shall cease all use of such Manufacturing Know-How and shall comply with the provisions of Section 11.2 with respect to Xxxxxx Xxxxx'x Confidential Information; and
(ii) the Restated License Agreement shall automatically terminate with the consequences described in Section 14.3(b)(ii) of the Restated License Agreement.
(c) Expiration or early termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, the obligations and rights of the parties under Sections 9.2. "Indemnification", 9.3 "Control of Defense", 10.3 "Effect of Expiration; Termination; Surviving Obligations", 10.4 "Exercise of Right to Terminate", 10.5 "Damages; Relief", 11.1 "Dispute Resolution and Arbitration", 11.2 "Confidentiality" and 11.3 "Governing Law and Venue" shall survive expiration or termination of this Agreement.
(d) Upon early termination of this Agreement under Section 10.2(d) as a result of early termination of the Restated License Agreement by Xxxxxx Xxxxx pursuant to Section 14.2(a)(i), this Agreement shall survive as to any sub-licensee under a sub-license granted Cypress under the License Agreement that survives and becomes a direct license from Xxxxxx Xxxxx under this Agreement (other than to Forest, which shall instead be subject to the following provisions) such that such sub-licensee shall assume all rights and obligations of Cypress under this Agreement. In addition, any rights granted to Cypress pursuant to this Agreement shall survive early termination of this Agreement by Xxxxxx Xxxxx and become direct rights granted from Xxxxxx Xxxxx to Forest under this Agreement with respect to the applicable territory if:
(i) Forest becomes a direct licensee from Xxxxxx Xxxxx pursuant to Section 14.3(b)(iv) of the Restated License Agreement;
(ii) such early termination of this Agreement by Xxxxxx Xxxxx occurred pursuant to (1) Section 10.2(a)(i) or 10.2(d), or (2) [...***...]Section 10.2(a)(ii) if Forest (including any Affiliate of Forest that is primarily responsible for the activities of Forest under the Collaboration Agreement) did not cause the breach of any material provision of this Agreement by Cypress that resulted in such early termination and cures any such payment breach by Cypress to the extent related to the jurisdictions in which Forest holds a sub-license from Cypress, or (3) Section 10.2(c) if Forest (including any Affiliate of Forest that is primarily responsible for the activities of Forest under the Collaboration Agreement) is not the Third Party that acquired Cypress in such Change in Control transaction that resulted in such early termination; and
(iii) Forest agrees to assume the obligations of Cypress under this Agreement in writing, there is no evidence that an event has occurred or condition exists that would be reasonably likely to result in an event of default by Forest under the terms of this Agreement over the year following the effective date of the early termination, and the scope of the sub-license to Forest under the License Agreement is substantially similar to that reflected in the Collaboration Agreement as of the date hereof, unless amended with Xxxxxx Xxxxx'x consent.
(e) In the event that, upon expiration of the Term, this Agreement is not extended pursuant to Section 10.1, then all rights granted to Cypress hereunder shall terminate as of the last day of the Term, except as provided in Section 10.3(c), and Cypress, its Affiliates and sub-licensees shall cease all use of the Manufacturing Know-How and shall comply with the provisions of Section 11.1 with respect to Xxxxxx Xxxxx'x Confidential Information. However, in the event that this Agreement is not extended because Xxxxxx Xxxxx is unable or unwilling to agree to the same financial terms as set forth herein at the time such negotiation occurs and there is no qualified supplier of API then able to supply API on commercially reasonable terms, then the provisions of Section 8.11(b), (c), (d) and (e) shall apply, as if the Manufacturing Right had been duly exercised under those sections, and shall survive the expiration of this Agreement, except that, in such a case, Cypress shall reimburse Xxxxxx Xxxxx for its reasonable and documented costs associated with the transfer of the Manufacturing Know-How, including the assistance provided by Xxxxxx Xxxxx if requested by Cypress.
(f) All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code.
Appears in 1 contract
Samples: Purchase and Supply Agreement (Cypress Bioscience Inc)
Effect of Expiration - Termination; Surviving Obligations. (a) Upon expiration of the License Term, all rights under this Agreement shall automatically terminate, except as follows, and subject to the provisions of Section 14.4:
(i) Cypress shall have the perpetual royalty free right to continue to use Xxxxxx Xxxxx Pierre Fabre Know-How in the Licensed Territory licensed under this AgreementXxxxxxxxx, as xs well as the unrestricted right to use Cypress Information and Cypress Formulations;
(ii) Xxxxxx Xxxxx Pierre Fabre shall have the perpetual right to use for the Rest of the World txx Xxxxx (ix) Cypress Information in consideration of the [...***...] royalty to be paid until the end of the 10 year period following the first commercial sale of the Licensed Product by Xxxxxx Xxxxx Pierre Fabre in the Field, (ii) Cypress Formulations according to the license terms thx xxxxxxx xxrms agreed between Cypress and Xxxxxx Xxxxx Pierre Fabre pursuant to Section 4.2, and (iii) the unrestricted right to use Xxxxxx Xxxxx rigxx xx xxx Xxerre Fabre Know-How;
(iii) Cypress' right to continue to use the contixxx xx xxx xhe Trademark shall be governed by the Trademark License Agreement; and
(iv) Cypress' commitment to purchase all its requirements of API shall be governed by the Supply Agreement.
(b) Upon early termination of this Agreement ("Early Termination") pursuant to Sections 14.2(a) and 14.2(b), the following shall apply: *Confidential Treatment Requested:
(i) Early Termination by Cypress pursuant to Sections 14.2(a)(i14.2(a) (i) and (ii), then:
(1) [...***...]Cypress' right to continue its license under Pierre Fabre Licensed Technology owned or acquired by Pierre Fabre pxxxx xx xxx effective date of Early Termination shall xxxxxxx xxxxect to the fulfillment by Cypress of all its financial obligations resulting from this Agreement and the Trademark License Agreement; and
(2) [...Pierre Fabre's right to use the Cypress Information and Formulations xxxxxxx xxx Xicensed Territory shall terminate. ***...]Confidential Treatment Requested 25.
Appears in 1 contract
