Common use of Effect of Termination or Expiration; Surviving Obligations Clause in Contracts

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 assign to Curis all of Genentech’s ownership interest in those Joint Patents solely claiming a Curis Invention, Curis shall assign to Genentech all of Curis’ ownership interest in those Joint Patents solely claiming a Genentech Invention and any Joint Patents claiming Joint Inventions or claiming both a Genentech Invention and a Curis invention would remain jointly owned by the Parties. (d) Expiration or termination of this Agreement shall not relieve either Party of any obligation accruing prior to such expiration or termination. Except as otherwise provided in this Section 13.4, 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 13.4 (and the provisions referenced herein) and Sections 7.3, 7.4, 11.3, 12.1, 12.2, 12.3, 12.4, 13.5, 13.6, 13.7 and 13.8 and Articles 9, 14, 15 and 16 of this Agreement shall survive expiration or termination of this Agreement. Within thirty (30) days following the expiration or termination of this Agreement, except to the extent and for so long as a Party retains license rights as provided in this Section 13.4, each Party shall deliver to the other Party all embodiments of any and all Confidential Information of the other Party (including all copies thereof) in its possession.

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 Renovis to Genentech hereunder shall automatically terminate and revert to Curis;Renovis; and (ii) all licenses granted by Genentech to Curis Renovis under Section 7.2(c) 7.2 with respect to Renovis Products that are in effect the subject of Active R&D as of the date of termination or that are commercially available as of the date of termination and that are in effect with respect to a Curis Product any Genentech Patents 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 Renovis 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 Patents8.8). (b) Upon termination of this Agreement by Genentech with respect to any one or more Compounds, Targets, Collaboration Products, indications and/or the country(ies) in the Territory a pursuant to Section 13.2: (i) all licenses granted by Renovis to Genentech with respect to such terminated Compound(s), Target(s), Collaboration Product(s), indication(s) and/or country(ies) hereunder shall automatically terminate and revert to Renovis; (ii) all other rights and obligations of Genentech hereunder shall remain in full force and effect, including, without limitation, all licenses granted by Renovis to Genentech with respect to all other Compound(s), Target(s), Collaboration Product(s), indication(s) and/or country(ies); (iii) all licenses granted by Genentech to Renovis under Section 7.2 with respect to Renovis Products that are the subject of Active R&D as of the date of termination or that are commercially available as of the date of termination and that are in effect with respect to any Genentech Patents existing as of the date of termination shall survive such termination and remain in full force and effect in accordance with their respective terms for so long as Renovis is not in breach of its obligations to Genentech under this Agreement (including, without limitation, its obligation not to compete in the Genentech Field under Section 5.6 and its obligations to make milestone and royalty payments to Genentech under Section 8); and (iv) the Agreement shall thereafter be read and interpreted in light of such limited termination(s). (c) Upon termination of this Agreement by Renovis pursuant to Section 13.3: (i) all licenses granted by Renovis to Genentech to Curis hereunder shall automatically terminate and revert to GenentechRenovis; and (ii) all licenses granted by Curis Genentech to Renovis under Section 7.2 that are in effect with respect to Renovis Products that are the subject of Active R&D as of the date of termination or that are commercially available as of the date of termination and that are in effect as of the date of termination with respect to any Genentech Patents 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 Renovis is not in breach of its obligations to Genentech under Sections 7.1(bthis Agreement (including, without limitation, its obligations to make milestone and royalty payments to Genentech under Article 8). (d) Upon termination of this Agreement by Genentech pursuant to Section 13.3 or Section 13.4: (i) all licenses granted by Renovis to Genentech under Section 7.1 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 Renovis under this Agreement (including, without limitation, its obligations under Articles 8 and 9); provided, however, that each Collaboration Renovis Product as to which Genentech has a license an IND Opt-in under Section 7.1(b) 4.2 as of the effective time of such termination shall thereafter be deemed a Lead Genentech Product for purposes of Articles 8 and 9 and shall no longer be subject to sharing of Operating Profits (Losses).this Agreement; (cii) Within thirty (30) days from and after the expiration of the Agreementsuch termination, Renovis shall have no further right to any Compounds and Renovis shall not conduct or have conducted, directly or through any Affiliate, licensee or sublicensee, any development or commercialization activities relating to any Compound or Genentech Product created or identified, or the earlier termination utility of which was identified, in the course of the Agreement by any Party for any reasonCollaboration, 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 assign to Curis all of Genentech’s ownership interest in those Joint Patents solely claiming a Curis Invention, Curis shall assign to Genentech all of Curis’ ownership interest in those Joint Patents solely claiming a Genentech Invention and any Joint Patents claiming Joint Inventions or claiming both a Genentech Invention and a Curis invention would remain jointly owned by the Parties. (d) Expiration or termination of this Agreement shall not relieve either Party of any obligation accruing prior to such expiration or termination. Except as otherwise provided in this Section 13.4, 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 13.4 (and the provisions referenced herein) and Sections 7.3, 7.4, 11.3, 12.1, 12.2, 12.3, 12.4, 13.5, 13.6, 13.7 and 13.8 and Articles 9, 14, 15 and 16 of this Agreement shall survive expiration or termination of this Agreement. Within thirty (30) days following the expiration or termination of this Agreement, except to the extent and for so long as a Party retains license given Compound is covered by a Valid Claim in a Renovis Patent, Joint Patent or Genentech Patent; (iii) all licenses granted by Genentech to Renovis hereunder shall automatically terminate and revert to Genentech; and (iv) the Agreement shall thereafter be read and interpreted in light of such limited terminations. (e) Upon termination of this Agreement by Renovis pursuant to Section 13.5: (i) all licenses granted by Renovis to Genentech with respect to such terminated Genentech Product(s) hereunder shall automatically terminate and revert to Renovis; (ii) all other rights and obligations of Genentech hereunder shall remain in full force and effect, including, without limitation, all licenses granted by Renovis to Genentech with respect to all other Compound(s), Target(s), Collaboration Product(s), indication(s) and/or country(ies); (iii) all licenses granted by Genentech to Renovis under Section 7.2 that are in effect with respect to Renovis Products that are the subject of Active R&D as provided in this Section 13.4, each Party shall deliver to the other Party all embodiments of any and all Confidential Information of the date of termination or that are commercially available as of the date of termination and that are in effect as of the date of termination with respect to any Genentech Patents 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 Renovis is not in breach of its obligations to Genentech under this Agreement (including, without limitation, its obligations with respect to all other Party Compound(s), Target(s), Collaboration Product(s), indication(s) and/or country(ies) not to compete in the Genentech Field under Section 5.7 and its obligations to make milestone and royalty payments to Genentech under Section 8); and (including all copies thereofiv) the Agreement shall thereafter be read and interpreted in its possessionlight of such limited termination(s).