Effect of Termination for Cause on License. 8.4.1 If Merck terminates this Agreement under Section 8.3.1, then (i) Merck's licenses pursuant to Sections 3.1 and 3.2 shall become fully paid-up (except that the financial provisions of Sections 5.3 through 5.20 of this Agreement shall continue), exclusive, perpetual licenses; (ii) Merck shall have the right to offset against any monies owed to Vertex (pursuant to Sections 5.3 through 5.20 of this Agreement) all of its costs, losses and expenses incurred as a result of Vertex's breach as set forth in Section 8.3.1 of this Agreement; and (iii) Vertex shall, within thirty (30) days after such termination return or cause to be returned to Merck all Merck Information in tangible form, and all substances or compositions delivered or provided by Merck, as well as any other material provided by Merck in any medium. If Vertex terminates this Agreement under Section 8.3, Merck's licenses pursuant to Sections 3.1 and 3.2 shall terminate as of such termination date and Merck shall, within thirty (30) days after such termination, return or cause to be returned to Vertex all Vertex Information in tangible form, and all substances or compositions delivered or provided by Vertex, as well as any other material provided by Vertex in any medium.
8.4.2 If this Agreement is terminated by Merck pursuant to subsection 8.3.2 due to the rejection of this Agreement by or on behalf of Vertex under Section 365 of the United States Bankruptcy Code (the "Code"), all licenses and rights to licenses granted under or pursuant to this Agreement by Vertex to Merck are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to "intellectual property" as defined under Section 101(35A) of the Code. The Parties agree that Merck, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against Vertex under the Code, Merck shall be entitled to a complete duplicate of or complete access to (as Merck deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Merck (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by Merck, unless Vertex elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above,...
Effect of Termination for Cause on License. (a) In the event MERCK terminates this Agreement under Section 9.3.1(a), MERCK's licenses pursuant to Sections 3.1 and 3.2 shall become perpetual licenses. It is understood that in the event MERCK contends it suffers damages as a result of the breach, MERCK may place a portion of the payments to be made by MERCK pursuant to Article 5 that would reasonably cover MERCK's alleged damages into an interest-bearing escrow account pending resolution of any dispute between the parties relating to the material breach or termination of the agreement, including a dispute over damages, pursuant to paragraph 10.6. In the event that ISIS terminates this Agreement under Section 9.3.1(a), MERCK's licenses pursuant to Sections 3.1 and 3.2 shall terminate as of such termination date.
(b) In the event this Agreement is terminated by MERCK under Section 9.3.1(b) or due to the rejection of this Agreement by or on behalf of ISIS under Section 365 of the United States Bankruptcy Code (the "Code"), all licenses and rights to licenses granted under or pursuant to this Agreement by ISIS to MERCK are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to "intellectual property" as defined under Section 101(35A) of the Code. The parties agree that MERCK, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against ISIS under the Code, MERCK shall be entitled to a complete duplicate of or complete access to (as MERCK deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to MERCK (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unless ISIS elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of ISIS upon written request therefore by MERCK. Where MERCK does retain and is able to fully exercise all licenses and rights to licenses granted under this Agreement, MERCK's payment obligations to ISIS for milestones and royalties in accordance with Section 5.3 and/or Section 5.4 of this Agreement in connection with such exercise by MERCK of MERCK's licenses hereunder shall continue in effect. *Confidential Treatment...
Effect of Termination for Cause on License. In the event KNOLL terminates this Agreement under Section 8.2.1(c), all rights and licenses granted under or pursuant to this Agreement by COMPANY to KNOLL are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The parties agree that KNOLL, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against COMPANY under the Bankruptcy Code, KNOLL shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property upon written request therefore by KNOLL. Such intellectual property and all embodiments thereof shall be promptly delivered to KNOLL (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by KNOLL, unless COMPANY elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of COMPANY upon written request therefore by KNOLL.
Effect of Termination for Cause on License. (a) In the event that CytRx terminates this Agreement under Section 7.3.1 hereof or 7.3.2 hereof, SynthRx’s license pursuant to Section 2.1 hereof shall terminate as of such termination date, but the provisions of Article in shall survive such termination.
(b) In accordance with Section 365(n) of the United States Bankruptcy Code, 11 USC 365(n), in the event an order for relief becomes effective in any bankruptcy case under any chapter of the Bankruptcy Code, in which CytRx is a debtor, SynthRx shall, as licensee from CytRx, upon the rejection of such license by CytRx, have the right, without limitation and in addition to all rights provided for by the Bankruptcy Code or otherwise, to elect to retain its rights (including a right to enforce any exclusivity provision of such license, but excluding any other right under applicable nonbankruptcy law to specific performance of such license) under such license and under any agreement supplementary to such license, to such intellectual property (including any embodiment of such intellectual property to the extent protected by applicable nonbankruptcy law), as such rights existed immediately before the bankruptcy case commenced, for:
(i) the duration of such license; and
(ii) any period for which such contract may be extended by the licensee as of right under applicable nonbankruptcy law.
(c) In the event that CytRx materially breaches this Agreement and fails to cure such breach as permitted by Section 7.3.1 hereof; SynthRx may, in lieu of terminating this Agreement, recover the damages from CytRx specifically resulting from such breach; provided, however, that SynthRx will continue to be obligated to make and shall make all of the payments to CytRx provided for by Article IV hereof or otherwise under this Agreement.
Effect of Termination for Cause on License. (a) In the event that either Transcell or Interneuron breaches its material obligations hereunder and Merck notifies Transcell and Interneuron of the termination of this Agreement under Section 8.3.1(a) or initiates arbitration against Transcell or Interneuron for breach of this Agreement pursuant to Section 9.6, or both, any milestone or royalty payments that Merck may be required to pay pursuant to this Agreement and that are not subject to Section 8.4 shall be paid by Merck instead into an escrow account pending the resolution of the arbitration or other agreement of the Parties. If the arbitrators determine that Merck had the right to terminate this Agreement under Section 8.3.1(a) due to a breach of material obligations by Transcell or Interneuron which was not cured as set forth therein, Merck's licenses pursuant to this Agreement shall become perpetual licenses, and the royalty to be paid by Merck, if any, shall be determined by the arbitrators. In addition, Licensors shall, within one month from such determination, return or cause to be returned to Merck all Licensed Products, Compounds, Know-How or other substances or composition, delivered or provided by Merck, as well as any other materials and/or documents provided by Merck in any medium.
(b) In the event that Merck breaches its material obligations hereunder and Licensors notify Merck of the termination of this Agreement under Section 8.3.1(a) or initiate arbitration against Merck for breach of this Agreement pursuant to Section 9.6, or both, Merck shall continue to pay to Transcell any milestone or royalty payments that Merck may be required to pay pursuant to this Agreement pending the resolution of the arbitration or other agreement of the Parties. If the arbitrators determine that Licensors had the right to terminate this Agreement under Section 8.3.1(a) due to a breach of material obligations by Merck which was not cured as set forth therein, Licensors shall be entitled to any payments then due or owing under this Agreement and Merck shall have no further rights with respect to Transcell Intellectual Property or Interneuron Intellectual Property. Merck shall, within one month from such determination, return or cause to be returned to Licensors all Licensed Products, Compounds, Know-How or other substances or composition, delivered or provided by Licensors, as well as any other materials and/or documents provided by Licensors in any medium.
(c) In the event Merck terminates this Agreement ...
Effect of Termination for Cause on License. If a Party terminates this Agreement pursuant to this Section 11.4 (the "Terminating Party"):
(a) all licenses granted by the Terminating Party to the other Party hereunder will automatically terminate;
(b) all licenses granted by the other Party to the Terminating Party will become fully paid up, irrevocable, perpetual, royalty-free licenses;
(c) the other Party will assign the Terminating Party all right, title and interest in and to: (i) all regulatory filings and Regulatory Approvals pertaining to any Product which regulatory filings and Regulatory Approvals, if any, are owned or otherwise controlled by the other Party, (ii) all of the other Party's interest in the Collaboration Patent Rights and the Collaboration Know-How, (iii) all of the other Party's interest in any Trademark, including, without limitation, the good will symbolized by such Trademark used for Products, and (iv) all of the other Party's interest in any copyrights necessary or useful for Commercializing Products;
(d) the other Party will have no right to receive royalties, a share of Net Profits or any other payments which may result from the sale of any Product, the occurrence of any event or the conduct of any activity after the effective date of such termination, provided, however, that the other Party shall remain entitled to receive any payments that accrued before the effective date of such termination.
Effect of Termination for Cause on License. (a) In the event Merck terminates this Agreement under Section 7.3.1(a), Merck's license pursuant to Article 2.1 shall become paid- up, perpetual license, except that Merck shall make fifty percent (50%) of the royalty payments set forth in Article 4 in such event. In the event that CytRx terminates this Agreement under Section 7.3.1(a) or Merck terminates this Agreement under Article 7.2, Merck's licenses pursuant to Section 2.1 shall terminate as of such termination date.
(b) In the event this Agreement is terminated due to the rejection of this Agreement by or on behalf of CytRx under Section 365 of the United States Bankruptcy Code (the "Code"), all licenses and rights to licenses granted under or pursuant to this Agreement by CytRx to Merck are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to "intellectual property" as defined under Section 101(35A) of the Code. In such case, Merck's rights will be determined by the Code.
Effect of Termination for Cause on License. (a) If MERCK terminates this Agreement under Section 7.3.1(a) or (b) or (c), MRECK’s license pursuant to Article 2 shall become [ * ] (subject to [ * ] reduction in MERCK’s payment obligations to EXELIXIS under Article 4), and EXELIXIS shall, within thirty (30) days after such termination, return or cause to be returned to MERCK all Information provided by MERCK in tangible form.
(b) If EXELIXIS terminates this Agreement under Section 7.3.1(a) or (b) or (c), MERCK’s licenses pursuant to Article 2 shall terminate as of such termination date, and MERCK shall, within [ * ] after such termination, return or cause to be returned to EXELIXIS Information in tangible form and substances or compositions delivered or provided by EXELIXIS. Furthermore, with respect to each Joint Product that: (i) [ * ]; (ii) [ * ] and (iii) [ * ] (each such Joint Product, a “Reverted Product”), MERCK shall, and hereby does, grant to EXELIXIS a worldwide, perpetual, irrevocable, fully-paid, exclusive license, with the right to grant sublicenses, under the Joint Technology to clinically develop, make, use, sell, offer for sale and import each such Reverted Product; provided, however, that (iv) that [ * ]; and (v) EXELIXIS shall Prosecute the Joint Patent Rights with respect to such Joint Technology and shall be responsible for payment of the costs and expenses related to such Prosecution. At EXELIXIS’ sole discretion, MERCK shall provide (or shall have provided) to EXELIXIS: (v) all Information reasonably necessary for the development and commercialization of the Reverted Products; (vi) all regulatory filings (including any Regulatory Approvals, drug dossiers, and drug master files) that relate to each such Reverted Product, including transferring ownership of such regulatory filings; (vii) trademark rights Controlled by MERCK or its Related Party, that relate to each such Reverted Product to the extent that such trademarks have been approved by a Regulatory Agency to be used in connection with the Reverted Product, but excluding any rights to the names, trademarks, logos and the like of MERCK and/or its Related Parties; and (viii) supplies of each such Reverted Product, that are existing and in the Control of MERCK or its Related Party and are reasonably available to MERCK; provide that [ * ] for [ * ] and [ * ]. MERCK shall take such other actions and execute such other documents as may be necessary to effect the assignment of rights hereunder to EXELIXIS, and any such actions or ass...
Effect of Termination for Cause on License. (i) Termination by Schering. In the event Schering terminates this Agreement under Section 13.3.1(i), Schering's licenses pursuant to Sections 2.1 and 2.2 shall become fully paid- up, perpetual licenses.
Effect of Termination for Cause on License. (a) If MERCK terminates this Agreement under Section 8.3.1, MERCK's licenses pursuant to Sections 3.1 and 3.2 shall be subject only to MERCK's continuing obligations of compensation, reporting and confidentiality to deCODE under Sections 2.7.2(a), 4, 5.3 and 5.4 and otherwise may not be terminated nor circumscribed for any other reason. In addition, deCODE shall at MERCK's request promptly return or cause to be returned to MERCK all Products and Tests, IRCT Compounds, Related IRCT Compounds, Information in tangible form, and all substances or compositions delivered or provided by MERCK, as well as any other material provided by MERCK in any medium. If deCODE terminates this Agreement under Section 8.3.1, (1) if MERCK has not paid any Exclusive License Fees prior to termination then MERCK's licenses under Section 3.1(b) and (d) become non-exclusive; (2) if MERCK pays an Exclusive License Fee at any time prior to the date of termination, then its license rights under Section 3.1 (b) and (d) to the corresponding Elected Disease become exclusive licenses; (3) MERCK's licenses under Section 3.1(a) survive any termination of the Agreement by deCODE and to the extent that any IRCT Compounds, Related IRCT Compounds, Tests or Products exist, subject to MERCK's continuing obligations of compensation, reporting and confidentiality to deCODE under Sections 2.7.2, 4, 5.3 and 5.4.
(b) If this Agreement is rejected by or on behalf of deCODE under Section 365 of the United States Bankruptcy Code (the "Code"), all licenses and rights to licenses granted under or pursuant to this Agreement by deCODE to MERCK are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Code, licenses of rights to "intellectual property" as defined under Section 101(35A) of the Code. The Parties agree that MERCK, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against deCODE under the Code, MERCK shall be entitled to a complete duplicate of or complete access to (as MERCK deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to MERCK (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unless deCODE elects to continue to perform all of its obligations unde...
