Common use of Effect of Termination of this Agreement Clause in Contracts

Effect of Termination of this Agreement. 15.1 In the event of termination or expiry of this Agreement: a) The Supplier shall immediately cease provision of the Services (or the applicable part); b) with effect from the Expiry Date, the parties shall cease to use the other party’s materials, data and the Confidential Information and shall, to the extent it is practicable to do so, destroy all copies of the other party’s data and Confidential Information. c) Where requested in writing the Supplier will retain the Company Data for a maximum of 2 weeks beyond the Expiry Date. If the Company has requested in writing, and the Supplier has agreed to retain the Company Data beyond the 2 weeks, the Supplier will do so for such agreed period after termination provided that: (i) the Company has signed a new Order for the retention of the Company Data; (ii) the Company pays the Supplier for the retention of the Company Data at the Supplier’s then prevailing rates; (iii) the Supplier shall be entitled to invoice in advance for such retention that it considers reasonable, the Order will state such provision; d) this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination, in particular in respect of Statements of Work that may be continuing or any retention of Company Data pursuant to Clause 15.1a) above; and e) the rights of either party accrued on or prior to termination or expiry shall remain unaffected. 15.2 Upon termination of this Agreement by the Company for any reason other than those under Clause 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the end of the Term. 15.3 Upon early termination of this Agreement as a result of any of the termination events occurring under Clauses 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the termination date. Where the Supplier is committed to pay licensing, network and connectivity charges with Related Service Providers beyond the date of termination, then the Company will continue to pay such charges until those commitments come to an end. The Supplier will use reasonable endeavours to mitigate these commitments, or transfer the commitments to the Company.

Effect of Termination of this Agreement. 15.1 In the event of termination or expiry of this Agreement: a) The Supplier shall immediately cease provision of the Services (or the applicable part); b) with effect from the Expiry Date, the parties Supplier shall cease to use the other party’s materialsCompany Materials, data Company Data and the Company’s Confidential Information and shall, to the extent it is practicable to do so, shall destroy all copies of the other party’s data and Confidential Information. c) Company Data. Where requested in writing the Supplier will retain the Company Data for a maximum of 2 weeks beyond the Expiry Date. If the Company has requested in writing, and the Supplier has agreed to retain the Company Data beyond the 2 weeks, the Supplier will do so for such agreed period after termination provided that: (i) the Company has signed a new Order for the retention of the Company Data; (ii) the Company pays the Supplier for the retention of the Company Data at the Supplier’s then prevailing rates; (iii) the Supplier shall be entitled to invoice in advance for such retention that it considers reasonable, the Order will state such provision; db) this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination, in particular in respect of Statements of Work that may be continuing or any retention of Company Data pursuant to Clause 15.1a) above; and ec) the rights of either party accrued on or prior to termination or expiry shall remain unaffected. 15.2 Upon termination of this Agreement by the Company for any reason other than those under Clause 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the end of the Term. 15.3 Upon early termination of this Agreement as a result of any of the termination events occurring under Clauses Clause 14.1, 14.2 and 14.2and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the termination date. Where the Supplier is committed to pay licensing, network and connectivity charges with Related Service Providers third party suppliers beyond the date of termination, then the Company will continue to pay such charges until those commitments come to an end. The Supplier will use reasonable endeavours to mitigate these commitments, or transfer the commitments to the Company.

Effect of Termination of this Agreement. ‌ 15.1 In the event of termination or expiry of this Agreement: a) The Supplier shall immediately cease provision of the Services (or the applicable part); b) with effect from the Expiry Date, the parties shall cease to use the other party’s materials, data and the Confidential Information and shall, to the extent it is practicable to do so, destroy all copies of the other party’s data and Confidential Information. c) Where requested in writing the Supplier will retain the Company Data for a maximum of 2 weeks beyond the Expiry Date. If the Company has requested in writing, and the Supplier has agreed to retain the Company Data beyond the 2 weeks, the Supplier will do so for such agreed period after termination provided that: (i) the Company has signed a new Order for the retention of the Company Data; (ii) the Company pays the Supplier for the retention of the Company Data at the Supplier’s then prevailing rates; (iii) the Supplier shall be entitled to invoice in advance for such retention that it considers reasonable, the Order will state such provision; d) this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination, in particular in respect of Statements of Work that may be continuing or any retention of Company Data pursuant to Clause 15.1a) above; and e) the rights of either party accrued on or prior to termination or expiry shall remain unaffected. 15.2 Upon termination of this Agreement by the Company for any reason other than those under Clause 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the end of the Term. 15.3 Upon early termination of this Agreement as a result of any of the termination events occurring under Clauses 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the termination date. Where the Supplier is committed to pay licensing, network and connectivity charges with Related Service Providers beyond the date of termination, then the Company will continue to pay such charges until those commitments come to an end. The Supplier will use reasonable endeavours to mitigate these commitments, or transfer the commitments to the Company.

Effect of Termination of this Agreement. 15.1 In If this Agreement terminates for any reason (excluding expiration under Section 8.1), whether with respect to a particular Spyre Product, particular country or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for Spyre, its Affiliates and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or expiry ethical principles. (b) 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, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI of this Agreement: a) The Supplier shall immediately cease provision of the Services (or the applicable part); b) with effect from the Expiry Date, the parties shall cease to use the other party’s materials, data and the Confidential Information and shall, to the extent it is practicable to do so, destroy all copies of the other party’s data and Confidential Information. (c) Where requested in writing Upon Paragon’s written request to Spyre (which must be provided to Spyre within [***] days after the Supplier will retain the Company Data for a maximum of 2 weeks beyond the Expiry Date. If the Company has requested in writing, and the Supplier has agreed to retain the Company Data beyond the 2 weeks, the Supplier will do so for such agreed period after termination provided that: (i) the Company has signed a new Order for the retention of the Company Data; (ii) the Company pays the Supplier for the retention of the Company Data at the Supplier’s then prevailing rates; (iii) the Supplier shall be entitled to invoice in advance for such retention that it considers reasonable, the Order will state such provision; d) this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination, in particular in respect of Statements of Work that may be continuing or any retention of Company Data pursuant to Clause 15.1a) above; and e) the rights of either party accrued on or prior to termination or expiry shall remain unaffected. 15.2 Upon termination of this Agreement by the Company for any reason other than those under Clause 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the end of the Term. 15.3 Upon early termination of this Agreement as a result of any of the termination events occurring under Clauses 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the termination date. Where the Supplier is committed to pay licensing, network and connectivity charges with Related Service Providers beyond the effective date of termination), then Paragon and Spyre shall [***] discuss [***], for a period of up to [***] days following such written request, terms and conditions under which Spyre may be willing to grant to Paragon [***], [***] license under the Company will continue Spyre Intellectual Property to pay Develop, Manufacture, Commercialize or otherwise exploit the terminated Spyre Products in the Field in the terminated countries that were the subject of any Development, Manufacturing or Commercialization activities performed by Spyre or its Affiliates under this Agreement prior to such charges until those commitments come to an end. The Supplier will use reasonable endeavours to mitigate these commitmentstermination, or (“Reversion Products”), as well as the potential transfer the commitments of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre with respect to the CompanyReversion Products and necessary for the continued Development, Manufacture, Commercialization and exploitation of such Reversion Products, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration Spyre’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.

Effect of Termination of this Agreement. 15.1 In the event of termination or expiry of this Agreement: a) The Supplier shall immediately cease provision of the Services (or the applicable part); b) with effect from the Expiry Date, the parties Supplier shall cease to use the other party’s materialsCompany Materials, data Company Data and the Company’s Confidential Information and shallon the earlier of the receipt of the Company's written instructions or 2 weeks after the date of expiry or termination of this Agreement, to the extent it is practicable to do so, Supplier shall destroy all copies of the other party’s data and Confidential Information. c) Where requested in writing the Supplier will retain the Company Data for a maximum of 2 weeks beyond the Expiry DateData. If the Company has requested in writing, and the Supplier has agreed to retain the Company Data beyond the 2 weeks, the Supplier will use reasonable efforts to do so for such agreed period after termination provided that: (i) if required by the Supplier, the Company has signed a new Order for the retention of the Company Data; (ii) the Company pays the Supplier for the retention of the Company Data at the Supplier’s then prevailing rates; (iii) the Supplier shall be entitled to invoice in advance for such retention that it considers reasonable, the Order will state such provision; db) this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination, in particular in respect of Statements of Work that may be continuing or any retention of Company Data pursuant to Clause 15.1a) above; and ec) the rights of either party accrued on or prior to termination or expiry shall remain unaffected. 15.2 Upon termination of this Agreement by the Company for any reason other than those under Clause 14.1, 14.2 and 17whatsoever by the Company, the Company shall pay any Charges remaining unpaid for Services provided in accordance with this Agreement up to the end of the Term. 15.3 Upon early termination of this Agreement as a result of any Term and will also have to reimburse the Supplier for committed third party costs the Supplier has or will incur in relation to the provision of the termination events occurring under Clauses 14.1, 14.2 and 17, the Company shall pay any Charges remaining unpaid for Services in accordance with this Agreement up to the termination dateend of the Term. Where the Supplier is committed to pay licensing, network and connectivity charges with Related Service Providers third party suppliers beyond the date of terminationtermination or the end of the Term, then the Company will continue to pay such charges until those commitments come to an end. The . 15.3 Upon early termination of this Agreement by the Company as a result of any of the termination events occurring under Clause 14.1, 14.2 and 17, where the Company has paid the Supplier will use reasonable endeavours to mitigate these commitmentsany Charges for Services that have not been performed or provided at the date of termination, or transfer the commitments Supplier shall, upon demand, repay such Charges to the Company.