Effect of Termination by Merck. (a) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, as determined by the other Party, all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain any Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to this Section 11.2, and may keep one copy of Information received from the other Party in its confidential files for record purposes or to demonstrate compliance with its obligations, or assert its rights, under this Agreement; and further, provided, that a Party shall not be required to erase electronic files created in the ordinary course of business during automatic system back-up procedures pursuant to its electronic record retention and destruction practices that apply to its own general electronic files and information so long as such electronic files are (i) maintained only on centralized storage servers (and not on personal computers or devices), (ii) not accessible by any of its personnel (other than its information technology specialists), and (iii) are not otherwise accessed subsequently except with the written consent of the other Party or as required by law or legal process. Such retained copies of Information shall remain subject to the confidentiality and non-use obligations herein.
(b) In the event of termination of this Agreement under this Section 11.2: (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) except for the surviving provisions set forth in Section 11.4 and otherwise set forth in this Section 11.2.2, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; (iii) the license granted by Company to Merck under Section 3.1.1 shall become a perpetual, exclusive license and further, [***]; and (iv) subject to the license grant in forgoing clause (iii), Section 2.12.3 will survive such termination.
(c) In the event of termination of this Agreement with respect to a given Collaboration Target, the provisions of Section 11.2.2(b) shall apply solely with respect to such terminated Collaboration Target. Upon the effective date of termination, such terminated Collaboration Target (a “Terminated Target”) shall automatically cease to be a Collaboration Target for all purposes of this Agreement and Merck shall cease, ...
Effect of Termination by Merck. Upon termination by Merck pursuant to this Article 10.1, all licenses and other rights granted by Merck to Immunovaccine under this Agreement, shall terminate and be of no further force or effect. If Merck wishes to Develop the Product and requires the Product Technology and/or Immunovaccine Technology for such Development and Commercialization of the Product, Merck shall notify Immunovaccine in writing within ninety (90) days from effective date of termination and the following shall apply:
(i) [***]
(ii) [***]
