Effect of Termination for Cause on License. (a) If either Merck or Company terminates this Agreement under Section 8.3.1(a) or Section 8.3.1(b), then Merck’s sublicense(s) and license(s) pursuant to Section 3.1 and Section 3.2 shall terminate as of such termination date and each Party shall, within thirty (30) days after the effective date of such termination, return or cause to be returned to the other Party all Information of the other Party in tangible form and substances or compositions delivered or provided by the other Party, as well as any other material provided by the other Party in any medium; provided, however, that each Party may retain one copy of Information received from the other Party in its confidential files for record purposes. 40
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.
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 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.
Effect of Termination for Cause on License. If a Party terminates this Agreement pursuant to this Section 11.4 (the "Terminating Party"):
Effect of Termination for Cause on License. (a) In the event that Horizon breaches this Agreement pursuant to Section 11.2.2 then it shall be AHP's sole option:
Effect of Termination for Cause on License. (a) If MERCK terminates this Agreement under Section 8.3.1(a) or (b), (i) MERCK’s licenses pursuant to Section 3.1 (other than Sections 3.1(e) and 3.1(f)) shall become perpetual licenses; and (ii) AVEO shall, within thirty (30) days after the effective date of such termination, return or cause to be returned to MERCK all Products and MERCK Compounds, all 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 (excluding, in each case, Joint Information and Inventions). If AVEO terminates this Agreement under Section 8.3.1(a), MERCK’s licenses pursuant to Section 3.1 shall terminate as of such termination date and MERCK shall, within thirty (30) days after the effective date of such termination, return or cause to be returned to AVEO all Information in tangible form, and substances or compositions delivered or provided by AVEO, as well as any other Information and material provided by AVEO in any medium (excluding, in each case, Joint Information and Inventions).
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.
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.
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.
