Effect of Termination for Any Reason. Termination of this Agreement for any reason shall have the following effects:
(a) All outstanding unpaid invoices rendered by GCT shall become immediately payable by the DISTRIBUTOR and invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of invoice;
(b) The appointment made pursuant to Article 2.1 and the right to use the Marks granted pursuant to Article 12 shall terminate immediately;
(c) GCT shall be entitled (but not obligated) to repurchase from the DISTRIBUTOR all or part of any inventory of Products then held by the DISTRIBUTOR at the invoice value of such Products, provided that (i) GCT shall be responsible for arranging and for the cost of transport and insurance, and (ii) DISTRIBUTOR may sell Products for which it has accepted orders from customers prior to the date of termination;
(d) DISTRIBUTOR shall at its own expense within thirty (30) days send to GCT (or otherwise dispose of in accordance with the instructions of GCT) any (i) sample Products, (ii) components of Products, (iii) Products loaned to DISTRIBUTOR by GCT to assist with repairs, and (iv) all promotion or sales material relating to the Products then in its possession or control;
(e) DISTRIBUTOR shall cease to promote, market or advertise the Products or to make use of the Marks;
(f) DISTRIBUTOR shall have no claim against GCT for compensation for loss of distribution rights, loss of goodwill or any similar loss; and
Effect of Termination for Any Reason. In the event this Agreement and Employee’s employment under this Agreement are terminated by either Party for any reason enumerated under Section 3.1, the following provisions shall apply:
Effect of Termination for Any Reason. In the event of termination of this Agreement (in whole or in part) for any reason (including the reasons set forth in Section 14.3.1 and Section 14.3.2), in each case without prejudice and in addition to any contractual remedy either Party may have with respect to this Agreement, in addition to the rights and obligations set forth in Section 14.3.1 and Section 14.3.2 (as and if applicable), the following shall apply:
(a) If such termination is with respect to one or more, but not all, Licensed Product Candidates or Licensed Products, or one or more, but not all, Included Targets, the effects of termination set forth in Section 14.3.1 or Section 14.3.2, as applicable, and Section 14.3.3(b) shall apply solely as to such Licensed Product Candidates or Licensed Products, or in the case of such termination with respect to an Included Target apply solely as to such Included Target and all Licensed Product Candidates and Licensed Products Directed to such Included Target. Except as otherwise expressly set forth in this Section 14.3.3 or in Section 14.3.1, Section 14.3.2 or Section 14.3.4, all rights and obligations of the Parties under this Agreement with respect to any terminated Licensed Product Candidates, terminated Licensed Products and terminated Included Targets shall cease. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
(b) Except as expressly set forth in Section 14.3.1(a)(i), Section 14.3.2(b) or Section 14.3.2(d) (as and if applicable), all licenses granted to either Party under this Agreement, including all sublicenses thereunder, shall immediately terminate. Notwithstanding the foregoing, if this Agreement is terminated by Precision pursuant to Section 14.2.3 (Termination for Insolvency), any sublicenses granted by Baxalta prior to the effective date of such termination shall continue provided that (i) the Sublicensee consents to the assignment of its sublicense agreement to Precision and agrees in writing with Precision to render all performance required under its sublicense agreement directly to Precision, (ii) the Sublicensee cures any uncured material breach of Baxalta existing at such time within [***] of such termination, and (iii) the Sublicensee agrees in writing with Precision that Precision will not be obligated to perform under such sublicense to the extent such sublicense requires ob...
Effect of Termination for Any Reason. Upon any termination of this Agreement, the following provisions shall apply (subject to Section 11.5(e)):
(i) all licenses granted pursuant to Sections 5.1 and 5.2 shall automatically terminate and all other rights and obligations of the parties under this Agreement shall terminate, except as provided elsewhere in this Section 11.5, and following such termination, OST shall have no further obligation pursuant to Section 4.5(a) to Develop and commercialize any Licensed Product;
(ii) upon OST’s request and subject to Advaxis’s consent, any sublicenses granted by OST pursuant to Section 5.3 with respect to any Licensed Product shall remain in effect and become direct licenses from Advaxis subject to the terms and conditions of the applicable sublicense agreement; provided, that the relevant Sublicensee is in good standing under this Agreement and the applicable sublicense agreement; and
(iii) any ongoing Clinical Trials will be wound down in a medically appropriate manner.
Effect of Termination for Any Reason. If Executive's employment is terminated for any reason, then Executive will be paid his base salary through the date of his termination, and will not be eligible to receive any severance, accelerated stock or equity vesting, benefit continuation, or other compensation, subject to provision 3.3 below regarding equity vesting if Executive continues as a Director. For the avoidance of doubt, in the event that Executive's employment with the Company is terminated for Cause, Executive will immediately cease to vest in any and all Company restricted stock units and other Company equity awards, and Executive will be deemed to immediately resign as a member of the Board of Directors and all other position of the Company and all affiliates as provided in Section 3.4 below
Effect of Termination for Any Reason. In the event of termination of this Agreement for any reason, in each case without prejudice and in addition to any contractual remedy either Party may have with respect to this Agreement, in addition to the rights and obligations set forth in Section 15.3.1 or Section 15.3.2, the following shall apply:
(a) Except as expressly set forth in this Agreement, all licenses granted to either Party under this Agreement, including all sublicenses thereunder, shall immediately terminate.
(b) Within thirty (30) days following the expiration of this Agreement or termination of this Agreement in its entirety, each Party shall, at the request of the other Party, (i) deliver to the other Party, or certify the destruction of any and all tangible Confidential Information of the other Party in such Party’s possession, (ii) to the extent practicable, remove Confidential Information of the other Party from all databases and systems and in those instances where removal is not practicable, segregate or otherwise indicate that such Confidential Information is restricted, and/or (iii) treat all Confidential Information of the other Party contained in lab notebooks in accordance with such Party’s then current procedure for the status of the project and properly note that such Confidential Information contained in such lab notebooks is restricted. Notwithstanding the foregoing, the Parties may retain such Confidential Information of the other Party as is necessary or useful for the practice of the rights granted to it under Section 15.3.1 or Section 15.3.2.
(c) With respect to termination of this Agreement as it relates to only certain countries in the Territories, this Agreement shall continue in full force and effect with respect to the Development, Manufacture and Commercialization of the Licensed Products in all other countries of the Territory, without any modification to this Agreement unless otherwise mutually agreed between the Parties.
Effect of Termination for Any Reason. In the event of termination of this Agreement for any reason:
11.4.1 All outstanding unpaid invoices rendered by Digital shall become immediately payable by the Distributor and invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of invoice.
11.4.2 The license granted pursuant to Section 2.3 and the right to use the Marks granted pursuant to Section 8.6.1 shall terminate immediately.
11.4.3 Digital shall be entitled (but not obligated) to repurchase from the Distributor all or part of any inventory of Products then held by the Distributor at the invoice value of such Products (or if cover, the value at which they stand in the books of the Distributor), provided that (a) Digital shall be responsible for arranging and for the cost of transport and insurance, and (b) Distributor may sell Products for which it has accepted orders from customers prior to the date of termination.
11.4.4 Distributor shall at its own expense within thirty (30) days send to Digital (or otherwise dispose of in accordance with the instructions of Digital) any (a) sample Products, (b) components of Products, (c) Products loaned to Distributor by Digital to assist with repairs, and (d) all promotion or sales material relating to the Products then in its possession or control.
11.4.5 Subject to Section 11.5, Distributor shall be obligated to continue providing Support Services through the end of all applicable Warranty Periods.
11.4.6 Distributor shall cease to promote, market or advertise the Products or to make use of the Marks.
11.4.7 Distributor shall have no claim against Digital for compensation for loss of distribution rights, loss of goodwill or any similar loss.
