Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. Upon expiration of this Agreement, neither Cyclerion nor Ironwood shall have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c). (d) The terms, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.

Effect of Termination or Expiration. Upon expiration of this Agreement, neither Cyclerion nor Ironwood shall have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver to Ironwood In the event of termination of the Agreement or, at Ironwood’s option, dispose ofif applicable, any Materials in its possession or control Applicable Services Agreement, CORONADO shall pay for the Services performed and all Deliverables developed through any costs and expenses incurred by Service Provider prior to the date of termination or expiration;of the Agreement or, if applicable, the Applicable Services Agreement. (b) No later than thirty (30) days CORONADO shall pay for any costs, expenses and pass through costs and expenses which Service Provider is irrevocably obligated to pay after the date termination of the completed performance Agreement or, if applicable, the Applicable Services Agreement, (provided such irrevocable obligations were incurred prior to its receipt of any wind-down instructions from IronwoodWritten Notice of termination of the Agreement or, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of if applicable, the Applicable Services performedAgreement). (c) It is understood that the parties intend to discuss, expenses incurred and payments received pursuant to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In additionSection, Ironwood will reimburse Cyclerion for all reasonableany alleged default and its remediation as soon as it is known, non-cancellable obligations and that such discussion shall not be a waiver of the right to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of terminate pursuant to this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess For purposes of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall Section 8: (i) a “default of its material obligations” shall be obligated defined as a breach by a party that directly caused a significant delay or obstacle that prevented the non-breaching party from achieving a material goal or objective as contemplated under the Agreement or, if applicable, the Applicable Services Agreement, and shall also include a failure by CORONADO to use only commercially reasonable efforts to remove all active copies pay Service Provider any amounts set forth in Section 4 and the related Statements of Work when due and (ii) not be obligated no default that is caused or contributed to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to by the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative breaching party or Force Majeure shall constitute a “default of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c)its material obligations”. (d) The termsAgreement may be automatically and immediately terminated by either party, conditions and obligations under Article III upon providing Written Notice to the other party of the termination of the Agreement, if the other party has a liquidator, receiver, manager, receiver or administrator appointed, or ceases to continue trading or is unable to pay debts. (Representationse) The termination of the Agreement or, Warranties and Covenants by Cyclerion)if applicable, Article IV any Applicable Services Agreement, for any reason shall not relieve either party of its obligation to the other that expressly survive the termination of the Agreement or, if applicable, the Applicable Services Agreement. (Compensation)f) Notwithstanding anything herein to the contrary, Article V (Proprietary Rights)UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO INCIDENTAL, Article VI (Confidentiality)INDIRECT, Article VIII (Indemnification; Limitation on Liability; Insurance)CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THE AGREEMENT OR ANY APPLICABLE SERVICES AGREEMENT, Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expirationTHE SCOPE OR ANY DOCUMENTS OR APPENDIXES RELATED THERETO.

Effect of Termination or Expiration. (a) Upon any termination or expiration of this Agreement: (i) each party shall promptly return to the other all Proprietary Technical Materials and technical data previously provided to it and shall certify that all copies thereof have been destroyed, (ii) LICENSEE shall immediately cease further marketing and distribution of the Film or Product, except to fulfill sales for which it was contractually committed prior to such termination, (iii) each party shall immediately pay to the other all sums which remain due and owing under this Agreement, (iv) all licenses and rights of each party hereunder shall terminate and each party shall immediately cease using the other's name, trademarks and trade names, (v) all obligations as to confidentiality and all restrictions imposed on either party by any warranty, remedy, liability limits or disclaimers in this Agreement, along with the Terms and Conditions shall survive the termination or expiration of this Agreement, neither Cyclerion nor Ironwood in accordance with their terms, and (vi) each party shall have any further obligations under provide to the other a certificate of an executive officer of it certifying that it has complied with all of the requirements of this Agreement, except that: (a) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration;Section 13(a). (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions Upon termination of this Agreement. In additionAgreement by SOUTHWALL, Ironwood will reimburse Cyclerion LICENSEE must, if so instructed by SOUTHWALL, promptly return all unsold Film and Product to SOUTHWALL for all reasonablecredit, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services provided such unsold Film and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid Product is returned within thirty (30) days following of receipt of written notice from SOUTHWALL and is in the itemized accounting;same condition as that in which it was delivered to LICENSEE, as determined in the sole, commercially reasonable judgment of SOUTHWALL's quality assurance department. LICENSEE shall return such unsold Film and Product freight prepaid. If SOUTHWALL does not request LICENSEE to return Film or Product, all payments for such unreturned Film or Product shall become immediately due and payable to SOUTHWALL. (c) A Party that has received the other Party’s Confidential Information will promptly Upon termination of this Agreement by LICENSEE, LICENSEE may at LICENSEE's option return all unsold Film and Product to the Disclosing Party or destroy all Confidential Information SOUTHWALL for credit, provided such unsold Film and all tangible items relating to such Confidential Information, Product is returned within thirty (30) days of termination and all copies thereof is in the possession or control of the receiving Partysame condition as that in which it was delivered to LICENSEE, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy as determined in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copiessole, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts judgment of SOUTHWALL's quality assurance department. LICENSEE shall return such unsold Film and Product freight prepaid. In case LICENSEE does not choose to remove all active copies return the unsold Film and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary hereinProduct within such 30 day period, all retained Confidential Information payments for such unreturned Film and Product shall continue become immediately due and payable to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c)SOUTHWALL. (d) The termsfollowing provisions shall survive termination of this Agreement: 1, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion6(a), Article IV (Compensation)10, Article V (Proprietary Rights)11, Article VI (Confidentiality)12, Article VIII (Indemnification; Limitation on Liability; Insurance)13, Section 9.3 (Effect of Termination or Expiration) 14, 15, 16 and Section 10.11 (Governing Law) will survive any such termination or expiration17.

Effect of Termination or Expiration. (a) Upon termination or expiration of this License Agreement, neither Cyclerion nor Ironwood shall have all rights and licenses granted to GARDP under Section 2 will terminate, and all rights, licenses, and cross-references will revert to Shionogi, and GARDP will cease all use of the Licensed Rights and the Licensed Manufacturing Know-How; and (b) Upon termination of this License Agreement, Shionogi will, if requested by any further Sublicensee that is in material compliance with its obligations under this its Sublicense Agreement, except that:negotiate in good faith with the intent to enter into a new and separate license agreement directly between Shionogi and the respective Sublicensee on terms reasonably acceptable to Shionogi and the Sublicensee, it being understood and agreed that Shionogi reserves its rights to require additional terms to be included in such licenses as may be needed to protect its interests. (ac) Cyclerion Within sixty (60) Business Days after termination or expiration of this License Agreement, each Party shall deliver at the other Party’s request: (A) return to Ironwood or, at Ironwood’s option, dispose of, any Materials in the other Party or destroy Confidential Information of the other Party within its possession or control and all Deliverables developed through termination or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion which shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Partyas concerns Shionogi’s Confidential Information will promptly return include without limitation the Licensed Rights, the Licensed Manufacturing Know-How, any unpublished Shionogi Sole Inventions or other non-public intellectual property otherwise owned by Shionogi); and (B) certify to the Disclosing other Party or destroy in writing that it has complied with the requirements of this Section 12.5(c); provided that: (i) the receiving Party may retain one archival copy of the Confidential Information of the other Party but not of any Confidential Information that constitutes trade secrets of the other Party (including, without limitation, the Licensed Manufacturing Know- How, including the content of the Technical Transfer Package, and the content of the European Union and United States and all other cefiderocol regulatory filings, and any other Shionogi trade secrets, including all Confidential Information that is of a technical nature, is identifiable and all tangible items relating to such Confidential Informationsubstantial, and all copies thereof in the possession or control has commercial value because it is not publicly available), except for any of such that has become publicly available other than as a result of a fault attributable to the receiving PartyParty or its agents or sublicensees, in a limited access file (meaning only accessible by such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided Information Technology (IT) department and/or by such Party’s legal personnel) to the recipient under this Agreement which has been terminated or has expired; provided, however, extent that the receiving Party requires such Confidential Information for the purpose of performing any obligations or exercising any rights under this License Agreement that may survive such expiration or termination; (ii) the receiving Party may retain Confidential Information of the other Party’s Confidential Information may Party to the extent that the receiving Party is required to retain one (1) copy in the separate files of such receiving Party’s legal counsel solely information for legal compliance purposes under applicable laws and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies regulations; and (iiiii) the above obligations shall not be obligated require either Party to delete archival copies retained any automatic electronic backup files maintained in accordance with its normal procedures, or standard policies and to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality which access is limited and non-use obligations set forth herein. Upon the Disclosing only accessible by such Party’s requestIT department; subject in any case (i), an authorized Representative of the receiving (ii) or (iii) above to continued compliance by such Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this its confidentiality obligations as set out in Section 9.3(c)10 above. (d) Neither Party will be relieved of any obligation that accrued prior to the effective date of such termination. It is understood and agreed that either Party will be entitled to specific performance as a remedy to enforce the provisions of this Section 12.5, in addition to any other remedy to which it may be entitled by applicable law. The terms, conditions Parties acknowledge that the right of either Party to terminate this License Agreement is not intended to be an exclusive right and obligations under Article III shall not preclude the right to claim damages in accordance with the terms of the Agreement for any breach of this License Agreement that occurred prior to the termination (Representations, Warranties and Covenants by Cyclerionincluding the breach that gave rise to the termination), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive affect any such termination other right or expirationremedy available under applicable law.

Effect of Termination or Expiration. 14.7.1 Upon expiration of this AgreementAgreement or termination of this Agreement for any reason, neither Cyclerion Myovant nor Ironwood shall Sunovion will have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver any liabilities, to Ironwood orthe extent that Myovant is liable, at Ironwood’s option, dispose of, any Materials in its possession or control and all Deliverables developed through that relate to the Services provided before the termination or expirationexpiration this Agreement shall be the responsibility of Myovant even if claims for such liabilities are first made after the termination or expiration this Agreement; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing other Party or destroy all Confidential Information and all tangible items relating copies of Confidential Information associated with this Agreement, provided that each Party may retain one copy of Confidential Information to such Confidential Informationdetermine its obligations hereunder, and all copies thereof in the possession or control of the receiving Party, provided such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided obligations set forth in Section 9 shall continue to the recipient under this Agreement which has been terminated or has expiredapply to such retained copy; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one and (1c) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party Sunovion shall (i) be obligated to use only commercially reasonable efforts Commercially Reasonable Efforts to remove all active copies the Products from Sunovion GPO/IDN Contracts, Sunovion Wholesaler Contracts, and Sunovion 3PL Contracts in a timeframe agreed upon by the JGC and shall cooperate with and provide information to Myovant, in a form reasonably requested by Myovant, solely to the extent needed for Myovant to fulfill its ongoing obligations under and in compliance with Applicable Laws, any Myovant Government Contracts, Myovant GPO / IDN Contracts, Myovant Market Access Contracts, and Myovant Specialty Distributor Contracts, and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Partyupon Myovant’s request, an authorized Representative of provide, at Myovant’s expense which shall be agreed upon by the receiving Party of Parties in good faith, reasonable assistance to transition the other Party’s Confidential Information shall certify Services to such receiving Party’s compliance with this Section 9.3(c).Myovant or its designee; (d) The termswith respect to any termination by Sunovion under Section 14.5, conditions and Sunovion shall, at the request of Myovant (i) continue to perform the Services under this Agreement for a period of up to [***] after the date such termination became effective, provided that Myovant continues to perform its obligations under Article III this Agreement, including making all payments due under Section 8, and (Representationsii) provide, Warranties at Myovant’s expense which shall be agreed upon by the Parties in good faith, reasonable assistance to transition the Services to Myovant or its designee; (e) the terms and Covenants by Cyclerionconditions under Sections 1 (Definitions), Article IV 8.2 (CompensationFees; Invoices; Payments), Article V 8.3 (Proprietary RightsTaxes), Article VI 9 (Confidentiality), Article VIII 10 (Ownership; Inventions), 12 (Indemnification; Limitation on of Liability; Insurance), Section 9.3 14.7 (Effect of Termination or Expiration) and Section 10.11 15 (Governing LawMiscellaneous) will survive any such termination or expirationexpiration of this Agreement. 14.7.2 Upon notice of termination of this Agreement by Sunovion pursuant to Section 14.5 following a Change of Control of Myovant, or by Myovant pursuant to Section 14.6.3, Myovant shall pay to Sunovion, prior to the effective date of such termination, a break-up fee of (a) [***] ([***]), if this Agreement is terminated within [***] of the Effective Date, or (b) [***] ([***]), if this Agreement is terminated later Confidential & Proprietary than [***] after the Effective Date and before [***] of the Effective Date (each, (a) and (b), a “Break-Up Fee”); provided, that if Myovant terminates this Agreement solely with respect to one (1) of the Products pursuant to Section 14.6.3(b), Myovant shall only be obligated to pay [***] ([***]) of the Break-Up Fee; provided further, that, if Myovant subsequently terminates this Agreement with respect to the remaining Product, Myovant shall be obligated to pay [***] ([***]) of the Break-Up Fee. For the avoidance of doubt, there is no Break-Up Fee if this Agreement is terminated, in its entirety or with respect to one (1) of the Products, later than [***] after the Effective Date.

Effect of Termination or Expiration. Upon Unless otherwise specified under the terms of a Work Order, upon termination or expiration of this Agreement, neither Cyclerion PHP nor Ironwood shall Invivyd will have any further obligations under this Agreement, or in the case of termination or expiration of a Work Order, under that Work Order, except that: (a) Cyclerion In the case of a termination, PHP will cease all Services in progress in an orderly manner as soon as practical and use commercially reasonable efforts to cancel or otherwise limit any related costs or expenses (including any obligations to third parties); provided, however, that if Invivyd provides specific wind-down instructions or instructions that Services in progress should be completed, then this Agreement and the applicable Work Order shall not terminate until such Services are completed; (b) Promptly following Ixxxxxx’s written request, PHP will deliver to Ironwood Invivyd or, at IronwoodInvivyd’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration; (bc) No later than thirty sixty (3060) days after the date of termination or the completed performance of any wind-down instructions from IronwoodInvivyd, Cyclerion PHP shall provide Ironwood Invivyd with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Partyparty. Ironwood Invivyd will pay Cyclerion PHP all undisputed unpaid (and undisputed, to the extent such Work Order contains provisions relating to fee disputes) fees for Services performed and all permitted reimbursable expenses through the expiration termination date in accordance with the provisions of this AgreementAgreement and any applicable Work Order(s). In addition, Ironwood Invivyd will reimburse Cyclerion PHP for all reasonable, non-cancellable obligations to Third Parties third parties incurred by Cyclerion PHP in the course of its performance of Services and any reasonable costs incurred in connection with performing IronwoodInvivyd’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion PHP will promptly refund any monies paid in advance by Ironwood Invivyd for Services not rendered and in excess of any applicable payments owed by Ironwood Invivyd under this AgreementAgreement or any applicable Work Order(s). Any net amount owed by either Party party will be paid within thirty sixty (3060) days following receipt of the itemized accounting;; and (cd) A Party that has received the other Promptly following Disclosing Party’s Confidential Information written request, Recipient will promptly return to the Disclosing Party or destroy and/or destroy, at Recipient’s option, all Confidential Information and all tangible items relating to the extent containing such Confidential Information, and all copies thereof in the possession or control of the receiving PartyRecipient, such PartyRecipient’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient Recipient under this Agreement or under any Work Order which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information Recipient may retain one (1) copy in the separate files of such receiving PartyRecipient’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party Recipient shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative representative of the receiving Party of the other Party’s Confidential Information Recipient shall certify to such receiving PartyRecipient’s compliance with this Section 9.3(c8.4(d). (d) The terms, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.

Effect of Termination or Expiration. Upon any termination or expiration of this Agreement, neither Cyclerion nor Ironwood ; the following provisions shall have any further obligations under this Agreement, except thatapply: (a) Cyclerion Termination or expiration of this Agreement shall deliver not release either Party from the obligation to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession make payment of all amounts then or control thereafter due and all Deliverables developed through termination or expiration;payable to the other Party hereunder. (b) No later than thirty (30) days after The licenses granted to CIBA Vision hereunder shall terminate on the effective date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expiredtermination; provided, however, that notwithstanding any such termination or expiration, CIBA Vision and its Sublicensees shall have the receiving Party right to sell any remaining inventory of the other Party’s Confidential Information may retain one (1) copy Licensed Products in the separate files ordinary course of such receiving Party’s legal counsel solely for legal compliance purposes business and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality payment of royalties hereunder. CIBA Vision shall transfer to MGI all Marketing Authorizations, Health Registration Dossiers and non-use obligations set forth herein. Upon any other materials prepared for purposes of or in connection with applications for Marketing Authorization in the Disclosing Party’s requestTerritory, an authorized Representative whether or not such materials shall have been submitted to any Competent Authority, as promptly as possible, and shall take such other steps as may be necessary or useful in order to permit MGI to pursue each existing application or a substitute application with the minimum possible loss of the receiving Party lead-time acquired by reason of CIBA Vision's application. In addition, within sixty (60) days after the termination or expiration of this Agreement, CIBA Vision shall furnish MGI with a list of all of CIBA Vision's customers to whom it sold Licensed Products in the last year prior to such termination. (c) Subject to its rights to sell remaining inventory, upon any termination or expiration, CIBA Vision shall cease and desist from use of the other Party’s Confidential Information shall certify Trademark in any manner. CIBA Vision hereby grants to MGI in the event of such receiving Party’s compliance termination or expiration, full power of attorney, with this Section 9.3(c)the right of substitution, to cancel, revoke or withdraw any governmental registration or authorization permitting CIBA Vision to use the Trademark in the Territory and agrees to provide such further documentation and assistance as MGI may reasonably request in connection therewith. (d) The terms, conditions Parties' respective rights and obligations under Article III 6 (Representations, Warranties Indemnification) shall survive termination or expiration of this Agreement. The Parties' respective rights and Covenants by Cyclerion), obligations under Article IV (Compensation), Article V (Proprietary Rights), Article VI 7 (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will shall survive any such termination or expirationexpiration for a period of three (3) years following expiration of this Agreement. (e) Such termination shall be without prejudice to any other remedies to which the Parties may be entitled in respect of breach of this Agreement.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither Cyclerion Service Provider nor Ironwood shall Tectonic will have any further obligations under this Agreement, or in the case of termination or expiration of a Statement of Work, under that Statement of Work, except that: (a) Cyclerion shall Service Provider will terminate all affected Services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by Tectonic and, if requested, will work with Tectonic to transition the relevant Services to Tectonic or its designee, unless Tectonic specifies in the notice of termination that Services in progress should be completed; (b) Service Provider will deliver to Ironwood orTectonic all Deliverables developed through termination or expiration and will deliver to Tectonic, or at IronwoodTectonic’s option, dispose of, any Materials in its possession or control control; (c) Tectonic will pay Service Provider any monies due and all Deliverables developed through owing Service Provider, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred (as specified in the applicable Statement of Work) and any reasonably incurred non-cancellable costs (that Novotech has reasonably attempted to mitigate); (bd) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion Service Provider will promptly refund any monies paid in advance by Ironwood Tectonic for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accountingrendered; (ce) A Party except where continued storage is required by EU or Member State (see Section 7.2) law. Service Provider will, consistent with Tectonic’s written instructions, return or safely destroy all Personal Data (see Section 7.2) that Service Provider obtained in connection with performing the Services, including all originals and copies of such Personal Data in any medium, and any materials derived from or incorporating such Personal Data. Service Provider will promptly notify Tectonic in writing once all such information has received the other Partybeen returned or destroyed (as applicable in accordance with Tectonic’s Confidential Information written instructions); (f) each Recipient will promptly return to the Disclosing Party or destroy Discloser all of Discloser’s Confidential Information and (including all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, copies) provided to the recipient Recipient under this Agreement or under any Statement of Work which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain except for one (1) copy in the separate files which Recipient may retain solely to monitor Recipient’s surviving obligations of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon use, and in the Disclosing Party’s requestcase of Tectonic, an authorized Representative to exercise all surviving rights of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with Tectonic under this Section 9.3(c).Agreement; and (dg) The terms, the terms and conditions and obligations under Article III (Representations, Warranties and Covenants by CyclerionSections 2.4(a)(ii), Article IV (Compensation)2.6, Article V (Proprietary Rights)2.7, Article VI (Confidentiality)2.8, Article VIII (Indemnification; Limitation on Liability; Insurance)3, Section 9.3 (Effect of Termination or Expiration) 5, 6, 7, 8, 9.4 and Section 10.11 (Governing Law) 10 will survive any such termination or expiration.

Effect of Termination or Expiration. Upon In the event of termination or expiration of this Agreement, (a) Omrix shall wind down its activities under this Agreement as rapidly as is commercially practical and, pursuant to Ethicon's written instructions, deliver to Ethicon all finished and unfinished Product to be delivered to Ethicon, and, at Ethicon's cost, deliver to Ethicon, or to a third party specified by Ethicon, any Ethicon Components not yet processed into Product; and (b) all payment obligations for Products requested by Ethicon to be delivered by Omrix and actually received by Ethicon prior to the termination or expiration of this Agreement pursuant to binding orders shall continue to apply as well as any payment obligations for all Products delivered to Ethicon after termination and not returned (at Ethicon's sole option) to Omrix within fifteen (15) days after such delivery; (c) neither Cyclerion nor Ironwood Party shall be deemed to release the other Party hereto from any liability which at such time has already accrued or which thereafter accrues from a breach or default prior to such termination, provided that neither Party shall have any further obligations under obligation to the other Party, or to any employee of the other Party, for compensation or for damages of any kind arising by virtue of the termination or expiration of this Agreement, except that: whether on account of the loss by the other Party or such employee of present or prospective sales, investments, compensation or goodwill as a result of such termination or expiration; (ad) Cyclerion Ethicon shall have one hundred eighty (180) days after the receipt of the final shipment of Product from Omrix in which to sell its stock of any Products it possesses or has committed to purchase under this Agreement and (e) the non-terminating Party under Section 11.4 or 11.5 or Ethicon if Ethicon terminates this Agreement pursuant to Section 11.2, shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials the other Party a copy of all documentation and data in its possession or control and all Deliverables developed through termination relating to any clinical studies or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return Regulatory Approvals relating to the Disclosing Party or destroy all Confidential Information Products and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only its commercially reasonable efforts to remove provide the Party with all active copies and (ii) not be obligated information necessary to delete archival copies retained in accordance with its normal procedurescontinue any ongoing clinical trials or studies. Each Party agrees that if such Party provides documentation and/or data as contemplated above, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify have a perpetual, unrestricted right to use such receiving Party’s compliance with this Section 9.3(c)documentation and/or data for any and all lawful purposes. (d) The terms, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.