Effect of Termination Except under Section Sample Clauses

Effect of Termination Except under Section. 6.2 Upon the termination of this Agreement prior to expiration of the Term for any reason except pursuant to Section 6.2: (a) the Sublicense to the Patent Rights will terminate; (b) Company and all its Affiliates will cease all making, having made, using, importing, offering for sale and selling of all Licensed Products with respect to Patent Rights under the Sublicense, except to the extent permitted by Section 6.5.1(f) and Section 6.6; (c) Company will pay to mRNA RiboTherapeutics all amounts, including accrued interest, owed to mRNA RiboTherapeutics under this Agreement through the date of termination, including royalties on Licensed Products invoiced or shipped through the date of termination and any sell off period permitted by Section 6.6, whether or not payment is received prior to termination or expiration of the sell off period permitted by Section 6.6; (d) Company will, at mRNA RiboTherapeutics’ request, return to mRNA RiboTherapeutics all Confidential Information of mRNA RiboTherapeutics (if any) related to exploitation of Patent Rights and provide to mRNA RiboTherapeutics one summary of all work related thereto for Licensed Products generated by Company during the Term in order to facilitate the further development of the technology licensed under this Agreement; (e) in the case of termination under Section 6.3, all duties of mRNA RiboTherapeutics and all rights (but not duties) of Company under this Agreement immediately terminate without further action required by either mRNA RiboTherapeutics or Company; and (f) all outstanding Third Party sublicenses, to the extent each is not in default, will be assigned by Company to mRNA RiboTherapeutics, such assignment, will be accepted by mRNA RiboTherapeutics and each Third Party sublicense agreement will remain in full force and effect with mRNA RiboTherapeutics as the sublicensor instead of Company, but the duties and obligations of mRNA RiboTherapeutics under the assigned sublicense agreements will not be greater than the duties of mRNA RiboTherapeutics under this Agreement and the rights of mRNA RiboTherapeutics under the assigned sublicenses will not be less than those of mRNA RiboTherapeutics under this Agreement, including all financial consideration and other rights of mRNA RiboTherapeutics and mRNA RiboTherapeutics may, at its sole discretion, amend such assigned agreements to contain terms and conditions found in this Agreement. [***]
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Effect of Termination Except under Section

  • Effect of Termination Upon termination of this Agreement:

  • Termination Effect of Termination 44 9.1 TERMINATION................................................44 9.2

  • Effect of Termination and Abandonment Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

  • Effect of Termination; Survival In the event of any termination of this Agreement pursuant to Section 2.1, this Agreement shall be terminated, and there shall be no further liability or obligation hereunder on the part of any Party, other than Section 1.6, Section 1.9, this Section 2.2 and Article III, which provisions shall survive such termination; provided, however, that nothing contained in this Agreement (including this Section 2.2) shall relieve a Party from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to the extent occurring prior to such termination.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Manner and Effect of Termination Written notice of any termination ("Termination Notice") pursuant to this Section 10 shall be given by the party electing termination of this Agreement ("Terminating Party") to the other party or parties (collectively, the "Terminated Party"), and such notice shall state the reason for termination. The party or parties receiving Termination Notice shall have a period of ten (10) days after receipt of Termination Notice to cure the matters giving rise to such termination to the reasonable satisfaction of the Terminating Party. If the matters giving rise to termination are not cured as required hereby, this Agreement shall be terminated effective as of the close of business on the tenth (10th) day following the Terminated Party's receipt of Termination Notice. Upon termination of this Agreement prior to the consummation of the Closing and in accordance with the terms hereof, this Agreement shall become void and of no effect, and none of the parties shall have any liability to the others, except that nothing contained herein shall relieve any party from: (a) its obligations under Sections 2.2 and 2.3; or (b) liability for its intentional breach of any representation, warranty or covenant contained herein, or its intentional failure to comply with the terms and conditions of this Agreement or to perform its obligations hereunder.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!