Common use of Effect of Termination and Expiration Clause in Contracts

Effect of Termination and Expiration. (a) Following termination of this Agreement by (i) JJCC pursuant to Sections 11.2, 11.4 or 11.5 or (ii) Barrier pursuant to Sections 11.4: (i) all licenses granted hereunder shall terminate; and (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any Licensed Products in its inventory; ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (iii) Barrier shall promptly return to JJCC all JJCC Tangible Property; (iv) Barrier shall assign NDA No. [**] and IND Nos. [**] and [**] to JJCC; and (v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3. (b) Following termination of this Agreement by JJCC pursuant to Section 6.2 or by Barrier pursuant to Section 11.3(a): (i) the licenses granted pursuant to Section 2.1, Section 2.5(a), and Section 3.1 (to the extent such JJCC Know-How relates to `683 Patent Rights) shall terminate; and (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `683 Products in its inventory. and (iii) Barrier shall promptly return to JJCC all JJCC Tangible Property; (iv) Barrier shall assign IND No. [**] to JJCC; and (v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3. (c) Following termination of this Agreement by JJCC pursuant to Section 6.3 or by Barrier pursuant to Section 11.3(b): (i) the licenses granted pursuant to Section 2.3, Section 2.5(b), and Section 3.1 (to the extent such JJCC Know-How relates to `932 Patent Rights) shall terminate; and (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `932 Products in its inventory; and (iii) Barrier shall promptly return to JJCC all JJCC Tangible Property; (iv) Barrier shall assign NDA No. [**] and IND No. [**] to JJCC; and (v) Barrier shall promptly return or have returned control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Effect of Termination and Expiration. (a) Following termination of this Agreement by (i) JJCC JPPLP with respect to a Product pursuant to Sections 11.2, 11.4 or 11.5 or (ii) Barrier pursuant to Sections 11.413.2: (i) all licenses granted hereunder to the extent such license relates to such Product shall terminate; and; (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any Licensed affected Products in its inventory; (iii) Barrier shall promptly return to JPPLP all JPPLP Tangible Property relating solely to such Product; (iv) In the event the Product is the Itraconazole Product, Barrier shall assign any Drug Approval Application for the Itraconazole Product to JPPLP; and (v) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any Patent Rights with respect to the affected Product it is prosecuting or having prosecuted pursuant to Sections 10.2 and 10.4. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (b) Following termination of this Agreement by (i) JPPLP pursuant to Sections 13.4 or 13.5 or (ii) Barrier pursuant to Section 13.4: (i) all licenses granted hereunder shall terminate; (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any Products in its inventory; (iii) Barrier shall promptly return to JJCC JPPLP all JJCC JPPLP Tangible Property; (iv) Barrier shall assign NDA No. [**] and IND Nos. [**] and [**] any Drug Approval Application for the Itraconazole Product to JJCCJPPLP; and (v) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any JJCC Patent Rights it is prosecuting or having prosecuted pursuant to Sections 10.2 and 10.4. (c) Following termination of this Agreement by JPPLP pursuant to Section 8.6 with respect to any given patent family with the JPPLP Patent Rights: (i) the licenses granted pursuant to Section 2.1 (to the extent such licenses relate to the affected patent family) and Section 3.1 (to the extent such JPPLP Know-How relates to such patent family within the JPPLP Patent Rights) shall terminate; (ii) Barrier shall promptly return to JPPLP all JPPLP Tangible Property relating solely to the affected patent family; and (iii) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any JPPLP Patent Rights with such affected patent family it is prosecuting or having prosecuted pursuant to Sections 10.2 and 10.4. (d) Following termination of this Agreement by Barrier pursuant to Section 13.3(a): (i) the licenses granted pursuant to Section 2.1 and Section 3.1 (to the extent such JPPLP Know-How relates to JPPLP Patent Rights) shall terminate; (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any JPPLP Products in its inventory; (iii) Barrier shall promptly return to JPPLP all JPPLP Tangible Property relating solely to JPPLP Products; and (iv) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any JPPLP Patent Rights it is prosecuting or having prosecuted pursuant to Sections 10.2 and 10.4. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (e) Following termination of this Agreement by Barrier pursuant to Section 13.3(b) or by JPPLP pursuant to Section 8.3: (i) the licenses granted pursuant to Section 2.2 and Section 3.1 (to the extent such JPPLP Know-How relates to `096 Patent Rights) shall terminate; (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `096 Products in its inventory; (iii) Barrier shall return to JPPLP all JPPLP Tangible Property relating solely to `096 Products; and (iv) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any `096 Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.310.4. (bf) Following termination of this Agreement by JJCC pursuant to Section 6.2 or by Barrier pursuant to Section 11.3(a):13.3(c) or by JPPLP pursuant to Section 8.2: (i) the licenses granted pursuant to Section 2.1, Section 2.5(a), 2.4 and Section 3.1 (to the extent such JJCC JPPLP Know-How relates to `683 Itraconazole Patent Rights) shall terminate; and (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `683 Itraconazole Products in its inventory. and; (iii) Barrier shall promptly return to JJCC JPPLP all JJCC JPPLP Tangible PropertyProperty relating solely to Itraconazole Products; (iv) Barrier shall assign IND No. [**] any Drug Approval Application for an Itraconazole Product to JJCCJPPLP; and (v) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any JJCC Itraconazole Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.310.4. (cg) Following termination of this Agreement by JJCC pursuant to Section 6.3 or by Barrier pursuant to Section 11.3(b):13.3(d) or by JPPLP pursuant to Section 8.4: (i) the licenses granted pursuant to Section 2.33.2 shall terminate; (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any Oxatomide Products in its inventory. and (iii) Barrier shall return to JPPLP all JPPLP Tangible Property relating solely to Oxatomide Products. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (h) Following termination of this Agreement by Barrier pursuant to Section 2.5(b), 13.3(e) or by JPPLP with respect to the Ketanserin Patent Rights pursuant to Section 8.5: (i) the licenses granted pursuant to Section 2.3 and Section 3.1 (to the extent such JJCC JPPLP Know-How relates to `932 Ketanserin Patent Rights) shall terminate; and (ii) Barrier shall have the right to sell off, over the six (6) months immediately following such termination, any `932 Ketanserin Products in its inventory; and; (iii) Barrier shall promptly return to JJCC JPPLP all JJCC JPPLP Tangible PropertyProperty relating solely to the Ketanserin Product; (iv) Barrier shall assign NDA No. [**] and IND No. [**] any Drug Approval Application for an Ketanserin Product to JJCCJPPLP; and (v) Barrier shall promptly return or have returned to JPPLP control of the prosecution of any JJCC Ketanserin Patent Rights it is prosecuting or having prosecuted pursuant to Section 8.3. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request10.4.