Effect of Termination or Expiration; Surviving Obligations. (a) Upon termination of this Agreement in its entirety by Genentech pursuant to Section 13.2, or termination of this Agreement by Curis pursuant to Section 13.3:
(i) all licenses granted by Curis to Genentech hereunder shall automatically terminate and revert to Curis;
(ii) all licenses granted by Genentech to Curis under Section 7.2(c) that are in effect as of the date of termination with respect to a Curis Product existing as of such termination date shall survive such termination and remain in full force and effect in accordance with their respective terms for so long as Curis is not in breach of its obligations to Genentech under this Agreement (including, without limitation, its obligations to make royalty payments to Genentech under Section 8.6); and
(iii) from and after such termination, Genentech itself shall not conduct or have conducted, or direct any Affiliate, licensee or sublicensee to engage in, any development or commercialization activities relating to any Compound or Product created or identified, or the utility of which was identified, in the course of the Collaboration, for so long as a given Compound is covered by a Valid Claim in a Curis Patent, Joint Patent or Genentech Patent (excluding the Existing Genentech Patents).
(b) Upon termination of this Agreement by Genentech pursuant to Section 13.3:
(i) all licenses granted by Genentech to Curis hereunder shall automatically terminate and revert to Genentech; and
(ii) all licenses granted by Curis to Genentech under Sections 7.1(b) that are in effect as of the time of termination shall survive such termination and remain in full force and effect in accordance with their respective terms for so long as Genentech is not in breach of its obligations to Curis under this Agreement (including, without limitation, its obligations under Articles 8 and 9); provided, however, that each Collaboration Product as to which Genentech has a license under Section 7.1(b) as of the effective time of such termination shall thereafter be deemed a Lead Product for purposes of Articles 8 and 9 and shall no longer be subject to sharing of Operating Profits (Losses).
(c) Within thirty (30) days after the expiration of the Agreement, or the earlier termination of the Agreement by any Party for any reason, the Parties hereto shall assign, as required, all issued and pending Joint Patents to each Party in accordance with its relationship to the Invention(s) claimed in each such patent. Accordingly, Genentech shall ...
Effect of Termination or Expiration; Surviving Obligations. Expiration or termination of this Agreement shall not affect any rights or obligations of either Party accruing prior to such expiration or termination. Upon expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate, except that the terms of this Section 11.4 (and the provisions referenced herein) and Sections 1, 7.5, 8.1, 8.3, 8.4, 9.2, 9.3, 10.1, 10.2, 10.3, 10.4, 12, 13 and 14 of this Agreement shall survive expiration or termination of this Agreement. Promptly after termination of this Agreement, except as otherwise provided in this Section 11.4, each Party shall return or dispose of any technology or know-how and Information of the other Party in the accordance with the instructions of such other Party, including, without limitation, any compounds, assays or other biological or chemical materials.
Effect of Termination or Expiration; Surviving Obligations. Expiration or termination of this Agreement shall not affect any rights or obligations of either party accruing prior to such expiration or termination. Upon expiration or termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate, except that (a) the terms of Sections 1, 5.3, 6.1, 7, 8, 9.1, 9.2, 9.3, 10.6, 11 and 12 of this Agreement shall survive any expiration or termination of this Agreement and (b) if this Agreement is terminated by ACADIA under Section 10.3 or by SMRI under Section 10.4 or 10.5 after ACADIA has received the $1,000,000 payment due on […***…], the terms of Section 4.2, 5, 6.2, 6.3, 6.4 and 9.4 shall survive such termination until the expiration of the Royalty Term. Promptly after expiration or termination of this Agreement, except as otherwise provided in this Section 10.6, each party shall return or dispose of any Confidential Information of the other party in the accordance with the instructions of such other party.
Effect of Termination or Expiration; Surviving Obligations. (a) Upon expiration of this Agreement in accordance with Section 7.1: (i) the license granted by Licensor to Company in Section 2.1 shall, with respect to the Licensed Know- How, remain in effect and become perpetual; and (ii) all other rights and obligations of the Parties under this Agreement shall terminate, except as set forth in Section 7.4(d).
(b) In the event (i) Company terminates this Agreement in accordance with Section 7.2, or (ii) Licensor terminates this Agreement in accordance with Section 7.3, then, in either case, (A) the license granted by Licensor to Company in Section 2.1 shall terminate and be of no further force and effect, and (B) all other rights and obligations of the Parties under this Agreement shall terminate, except as set forth in Section 7.4(d).
(c) In the event that the license granted to Company under Section 2.1 is terminated in accordance with Section 7.3, with respect to any existing sublicenses granted by Company for which the sublicensee is not then in default of its sublicense agreement and upon the written request of such sublicensee, (i) Licensor agrees to grant such sublicensee a direct license of a scope, and on terms consistent with, such sublicense, and (ii) Licensor shall not have any obligations under such direct license agreement that are greater than or inconsistent with the obligations of Licensor under this Agreement. A sublicense shall remain in effect in accordance with its terms for a period of sixty (60) days after such termination in order for Licensor to grant a direct license to such sublicensee in accordance with the foregoing. For clarity, in the event Company terminates this Agreement in accordance with Section 7.2, all sublicenses granted by Company shall terminate upon the effective date of termination of this Agreement.
(d) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under Sections 2.1 (solely to the extent set forth in Sections 7.4(a) and 7.5), 4.1, 4.5, 5 (to the extent set forth therein), 7, and 8 shall survive expiration or termination of this Agreement.
Effect of Termination or Expiration; Surviving Obligations. (a) In the event LICENSEE selects Partnered Antibodies under this Agreement, or Partnered Antibodies are otherwise designated as provided herein, (a) the right of use set forth in Section 3.3, (b) the license grant set forth in Sections 2.1(a)(ii), and (c) Article 4 shall each survive termination or expiration of this Agreement until the Partnered Antibody Program including such Partnered Antibodies is irrevocably, unconditionally and fully abandoned; but only for as long as LICENSEE continues to meet its payment obligations under Article 4. Upon LICENSEE’s payment of each and all of the Development Milestone payments and Commercial Payments provided for hereunder for a particular Product, the license grant set forth in Section 2.1 (a)(ii) for that particular Product shall become fully paid-up, irrevocable and perpetual.
(b) Upon early termination by either Party or expiration of this Agreement, at ATX’s written request, LICENSEE and its Affiliates shall return or destroy, as directed by ATX, the ATX Technology, the ATX Antibodies, the Partnered Antibodies and Product, except as may be reasonably required in order to exercise any rights surviving such termination or expiration.
(c) Termination or expiration of this Agreement shall not relieve the Parties of any obligation accruing prior to such termination or expiration. The following provisions of this Agreement shall survive termination or expiration of this Agreement: Article 1, Article 3, Article 4, Article 5, Section 6.1, Article 7, Article 9, Section 10.1, Section 10.6, Article 11 and Article 12.
Effect of Termination or Expiration; Surviving Obligations. 11.5.1 If this Agreement is terminated by ETON (i) under Section 11.3, in addition to any remedies that ETON is entitled to, then (a) Aucta shall transfer ownership of the Dossiers to an Aucta shareholder-controlled entity to enable ETON to continue to commercialize the Products in the Territory; or (ii) under Section 11.4(a) and (b), in addition to any remedies that ETON is entitled to, then (a) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination, (b) all rights of Aucta granted to ETON shall revert to Aucta, and (c) ETON shall request consent from the contract manufacturing organization (if necessary) that the commercial supply agreement with the contract manufacturing organization be assigned to Aucta.
11.5.2 If this Agreement is terminated by Aucta under Section 11.2 or 11.3, then (a) ETON shall have the right to, and Aucta shall hereby grant ETON a license to, Market or otherwise dispose of any existing inventory of any Products then in ETON’s possession subject to paying all Royalties and other amounts due hereunder for such sales, (b) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination and for ETON’s disposal of remaining inventory and Aucta is free to commercialize or relicense the Product with no further obligations owed to ETON, (c) ETON shall refrain from holding itself out as Aucta’s distributor, in particular, eliminate any reference to the Product and Aucta from its business, trade style and promotional material, and (d) ETON shall transfer all rights, licenses within thirty (30) days of termination.
11.5.3 This Section 11.5 shall survive termination or expiration of this Agreement.
Effect of Termination or Expiration; Surviving Obligations. Expiration or termination of this Agreement shall not affect any rights or obligations of either party accruing prior to such expiration or termination. Upon expiration or termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate, except that: (i) the terms of Sections 1, 5.3, 6.1, 6.4, 6.5, 7.2, 8, 9.1, 9.2, 9.3, 10.6, 11 and 12 shall survive any expiration or termination of this Agreement (provided that, except for the last sentence of Section 8.5, the survival of Section 8.5 shall apply only to a clinical trial conducted in the Development Program for which the first subject was enrolled and randomized prior to the effective date of such termination and no publication right of SMRI or obligation of Targacept shall attach to any clinical trial conducted in the Development Program for which the first subject was not enrolled and randomized prior to the effective date of such termination); and (ii) in addition, if this Agreement is terminated by Targacept under Section 10.3 or by SMRI under Section 10.4 or 10.5, the terms of Section 4.2, 5, 6.2, 6.3 and 9.4 shall also survive such termination until the last day of the Royalty Term. Upon expiration or termination of this Agreement or, if clause (ii) above is applicable, upon expiration of the Royalty Term, all right, title and interest in and to any and all Development Program Inventions and Development Program Results shall thereupon be assigned and conveyed to Targacept and SMRI shall promptly take all actions and execute all documents reasonably requested by Targacept in furtherance of the foregoing. Except as otherwise provided in this Section 10.6, each party shall, promptly after expiration or termination of this Agreement, return or dispose of any Confidential Information of the other party in accordance with the instructions of such other party.
Effect of Termination or Expiration; Surviving Obligations. (a) Upon termination of this Agreement by Idenix pursuant to Section 10.2:
(i) the license granted under Sections 4.2(b)(i), if then in effect, shall automatically terminate and revert to Idenix; and
(ii) the licenses granted by Metabasis to Idenix under Section 4.2(a) shall remain in effect in accordance with their respective terms, subject to compliance by Idenix with all applicable provisions of this Agreement, including, without limitation, Sections 4.1, 4.3, 4.4, 4.5, 4.6, 5.4, 5.5 and 6.
(b) Upon termination of this Agreement (i) by Idenix pursuant to Section 10.3, (ii) termination of this Agreement by Metabasis pursuant to Section 10.2 or (iii) pursuant to Section 4.4(c) with respect to one or more but not all Major Markets, the licenses granted under Sections 4.2(a) and (b)(i), if then in effect, shall automatically terminate and revert to the granting Party; which termination shall be worldwide, with respect to terminations described in clause (i) or (ii), and in the relevant Major Market(s), with respect to a termination described in clause (iii).
(c) Effective upon termination of this Agreement (i) by Idenix pursuant to Section 10.3 for any reason [***], (ii) by Metabasis pursuant to Section 10.2 or (iii) pursuant to Section 4.4(c) with respect to one or more but not all Major Markets, [***], Idenix shall, and it hereby does, grant to Metabasis an [***], to develop, make, have made, use, sell, offer for sale, have sold and import [***], and Idenix shall assign to Metabasis all of its right, title and interest in and to all clinical, technical and other relevant reports, records, data, information and materials, regulatory filings and Regulatory Approvals with respect to the Development Candidates and Products in the Field with respect to the relevant countries and Idenix shall deliver to Metabasis [***] of each physical embodiment of the aforementioned items within [***] after such termination and sell to Metabasis any then existing inventory of Development Candidates and Products at Idenix’ cost.
(d) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, the obligations and rights of the Parties under the following provisions of this Agreement shall survive expiration or termination of this Agreement:
Effect of Termination or Expiration; Surviving Obligations. (a) Upon termination of this Agreement by Roche pursuant to Section 10.2(a) or Section 10.2(b)(ii):
(i) the license granted under Section 4.2(b), if then in effect, shall automatically terminate and revert to Roche;
(ii) the license granted under Section 4.2(a)(i), if then in effect, shall automatically terminate and revert to Metabasis; and
(iii) any license granted by Metabasis to Roche under Section 4.2(a)(ii) shall remain in effect in accordance with its terms, subject to compliance by Roche with all applicable provisions of this Agreement (including, without limitation, the payment obligations set forth in Articles 5 and 6).
(b) Upon termination of this Agreement by Roche pursuant to Section 10.3(a) or by Metabasis pursuant to Section 10.2(c):
(i) all licenses granted under Sections 4.2, if then in effect, shall automatically terminate and revert to the granting party;
(ii) effective upon such termination, Roche shall, and it hereby does, grant to Metabasis a non-exclusive, worldwide, royalty-bearing (as set forth below) license, with the right to sublicense through multiple tiers of sublicense except as expressly set forth below, [***]. [***] shall [***] a [***] of [***] of [***] (as defined herein but applied to [***], [***]) of [***] and [***] by [***], its [***] and permitted [***] in accordance with [***], [***] and [***], as applied to [***], [***]. Notwithstanding the [***], if (A) a [***] or [***] has achieved [***] prior to such [***] and (B) such [***] or [***] is [***] or [***] in a [***] or requires any other [***] from [***], then the [***] set forth in this clause (ii) [***] be [***] or [***] (including pursuant to [***]) without [***], which [***] may [***] for any reason. [***] acknowledges that the foregoing [***], if [***], will not [***] any [***] or [***] under any other [***], including any [***] or [***] under any [***] of [***] of, or any [***] of [***] or [***], a [***] itself (i.e., without [***]). Metabasis further acknowledges that the foregoing license, if granted, will not include any right or license with respect to any [***] that [***] a [***] at the time of such termination;
(iii) Roche shall promptly, to the extent permitted by applicable laws, (A) transfer to Metabasis all non-clinical and clinical data with respect to Licensed Compound(s) and Products; (B) transfer and assign to Metabasis all IND filings and Regulatory Approvals with respect to Licensed Compound(s) and Products, together with copies of all related re...
Effect of Termination or Expiration; Surviving Obligations
