Effect of Termination; Surviving Obligations Sample Clauses

Effect of Termination; Surviving Obligations. (a) Upon any termination or expiration of this Agreement, all licenses granted hereunder shall automatically terminate and revert to the granting party and all other rights and obligations of the parties under this Agreement shall terminate, except as provided in Sections 11.3(b) and 11.4. (b) Upon termination or expiration of this Agreement, each party will use their best efforts to return to the other party or destroy all tangible copies of the other party’s Confidential Information in such party’s possession or control and will erase from its computer systems all electronic copies thereof; provided, however, that each party may retain one archival copy of the other party’s Confidential Information solely for purposes of monitoring compliance with its obligations under Article 10 hereof.

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion pursuant to Section 11.2 or 11.3 or by Lilly pursuant to Section 11.4: (i) the licenses granted by Prosidion to Lilly under Section 2.2 shall automatically terminate and revert to Prosidion; (ii) any permitted sublicenses granted under Section 2.3 by Lilly shall remain in effect, but shall be assigned to Prosidion; (iii) Lilly shall, and it hereby does, grant to Prosidion an exclusive (even as to Lilly), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) in the Field in the Territory; (iv) Lilly shall: (A) make available to Prosidion, within three (3) months of such termination, Information relating to the Lilly GKA Program and any Product(s) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iii); (B) forthwith upon such termination, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), (to the extent Controlled by Lilly), including all drug dossiers and master files with respect to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and (v) To the extent Lill...

Effect of Termination; Surviving Obligations. (a) Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate, except as set forth in this Section 7.4. (b) Upon termination of this Agreement by NSC pursuant to Section 7.2 (where NSC has not committed a breach of this Agreement permitting termination by LICENSOR under Section 7.3) all rights to the Licensed Technology and the Licensed Patents shall revert to LICENSOR. (c) In the event that the license granted to NSC under Section 2.1 is terminated in accordance with this Section article 7, any existing sublicenses granted by NSC shall remain in effect and shall be automatically assigned by NSC to LICENSOR so that such sublicenses shall become direct licenses between LICENSOR and the applicable Sublicensees on the terms set forth herein. (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 article 5, article 6, article 7, 8.2 and article 9 shall survive expiration or termination of this Agreement.

Effect of Termination; Surviving Obligations. 11.6.1 Except in the case of termination by Ono for cause pursuant to Section 11.2, upon early termination of this Agreement, all rights under the licenses granted by Merus to Ono under this Agreement, if then in effect, will automatically terminate and revert to Merus; in the case of termination by Ono for cause pursuant to Section 11.2, the provisions of this Section 11.6.1 shall not apply and Ono’s license granted hereunder will be fully paid-up and perpetual and continue on a royalty-free basis; and 11.6.2 Except in the case of termination by Ono for cause pursuant to Section 11.2, upon early termination of this Agreement by either Party, at Merus’ written request, Ono and its Affiliates shall destroy all Research Tools and all supplies of Target Specific Biclonics, Licensed Biclonics and Product, and shall promptly thereafter confirm such destruction in writing to Merus. 11.6.3 Expiration or termination of this Agreement will not relieve the Parties of any obligation accruing prior to such expiration or termination. The following provisions of this Agreement will survive expiration or termination of this Agreement: Articles 1, 4.1, 4.2, 4.3, 5.1 (e)ii, 6.4.2, 7.5, 8.1, 9, 10, 11.6, 11.8, 12, 13, and 14 until expiration of a period of performance of its obligations set forth in the relevant Section or, if such period is not expressly provided, completely performed of its obligations. 11.6.4 Within [***] ([***]) days following the expiration or termination of this Agreement, except to the extent and for so long as a Party retains license rights hereunder pertaining to any of the other Party’s Confidential Information or materials, at a Party’s request the other Party will deliver to the requesting Party any other Confidential Information and materials of the requesting Party in its possession or at the requesting Party’s option, will destroy such Confidential Information and materials and will certify to the requesting Party in writing that it has so destroyed such Confidential Information and materials.

Effect of Termination; Surviving Obligations. (a) Upon termination of this Agreement by Myriad pursuant to Section 11.2: (i) all rights under the licenses granted under Sections 5.1(a)(i) and 5.1(b), if then in effect, shall [***]; and (ii) all rights under the license granted by Maxim to Myriad under Section 5.1(a)(ii) shall [***]. (b) Upon termination of this Agreement by Maxim pursuant to Section 11.2: (i) all rights under the licenses granted under Sections 5.1(a)(i) and 5.1(b), if then in effect, shall [***]; (ii) all rights under the license granted by Maxim to Myriad under Section 5.1(a)(ii) shall [***]; (iii) any permitted sublicenses granted under Section 5.1(a)(ii) by Myriad shall [***]; (iv) [***] shall [***] (v) [***] shall [***] for a period of [***] from the effective date of termination. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. 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; Surviving Obligations. 7.4.1 UPON TERMINATION BY P53 PURSUANT TO SECTION 7.2.1: (a) THE LICENSE GRANTED BY MERCK TO P53 UNDER SECTION 2.1 SHALL SURVIVE SUCH TERMINATION, TOGETHER WITH P53’ OBLIGATIONS TO PAY ROYALTIES REQUIRED UNDER ARTICLE 4; PROVIDED, THAT THE AMOUNT OF SUCH ROYALTIES AM) MILESTONE PAYMENTS SHALL BE REDUCED BY [***] ([***]%) OF THE AMOUNTS SET FORTH IN ARTICLE 4 ON AND AFTER SUCH DATE; (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 7.4, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL TERMINATE AS OF THE DATE OF SUCH TERMINATION. 7.4.2 UPON TERMINATION BY MERCK PURSUANT TO SECTION 7.2 OR BY P53 PURSUANT TO SECTION 7.3: (a) THE LICENSE GRANTED BY MERCK TO P53 UNDER SECTION 2.1 SHALL AUTOMATICALLY TERMINATE; (b) EACH P53 SUBLICENSE SHALL CONTINUE AND EACH SUCH P53 SUBLICENSEE SHALL BE CONSIDERED A DIRECT LICENSEE OF MERCK, PROVIDED THAT (I) SUCH RELATED PARTY IS THEN IN FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ITS SUBLICENSE, (II) ALL ACCRUED PAYMENTS OBLIGATIONS TO MERCK HAVE BEEN PAID, AND (III) SUCH RELATED PARTY AGREES IN WRITING TO ASSUME ALL OBLIGATIONS OF P53 UNDER THIS AGREEMENT INCLUDING ALL FINANCIAL OBLIGATIONS OF P53; (c) P53 SHALL, WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF SUCH TERMINATION, RETURN OR CAUSE TO BE RETURNED TO MERCK ALL INFORMATION IN TANGIBLE FORM; (d) P53 SHALL IMMEDIATELY NOTIFY ALL RELATED PARTIES OF TERMINATION OF THIS AGREEMENT; (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 7.4, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT TERMINATE AS OF THE DATE OF SUCH TERMINATION. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 7.4.3 EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL NOT RELIEVE THE PARTIES OF ANY OBLIGATION ACCRUING PRIOR TO SUCH EXPIRATION OR TERMINATION. ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT PREJUDICE TO THE RIGHTS OF EITHER PARTY AGAINST THE OTHER ACCRUED OR ACCRUING UNDER THIS AGREEMENT PRIOR TO EXPIRATION OR TERMINATION, INCLUDING THE OBLIGATION TO PAY ROYALTIES FOR PRODUCT(S) SOLD PRIOR TO SUCH EXPIRATION OR TERMINATION. THE PROVISIONS OF ARTICLE 1, SECTION 2.2, SECTION 2.3, ARTICLE 3, SECTION 4.6, SECTION 4.9, ARTICLE 5, ARTICLE 6, SECTION 7.4, ARTICLE 8, SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

Effect of Termination; Surviving Obligations. (a) Upon termination of this Agreement by either party pursuant to Section 8.2 or 8.3: (i) the license granted to Proprius under Section 2.1 and Section 5.1(b) shall automatically terminate and revert to ORGENTEC; and (ii) any sublicenses granted under Section 2.1 and Section 5.1. (b) by Proprius shall remain in effect but shall be offered by Proprius to ORGENTEC, who shall have the unilateral right — subject to any potentially necessary consent of the sublicense — to request the assignment of such sublicenses from Proprius. (b) Upon the expiration (but not termination) of the Term of this Agreement, the license granted by ORGENTEC to Proprius under Section 2.1 shall remain in effect in accordance with its terms but shall become non-exclusive, fully-paid, royalty-free, irrevocable and perpetual. (c) 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 Sections 6.3, 6.4, 8.4, 8.5 and 8.6 and Articles 4, 7, 9 and 10 of this Agreement shall survive expiration or termination of this Agreement. (d) Within 30 days following the expiration or termination of this Agreement, each party shall deliver to the other party any and all Confidential Information of the other party in its possession, except that each party may retain one archival copy of the other party’s Confidential Information solely for purposes of monitoring compliance with its obligations hereunder.

Effect of Termination; Surviving Obligations. (a) Upon expiration of this Agreement, Celladon’s license under Section 2.1 shall convert from exclusive to nonexclusive but be [*], and such license shall further be limited to Celladon Products developed or commercialized as of the date of such expiration with respect to any Information subject to trade secret protection and Patents that remain within the TGC Technology and TGC Licensed Technology as of the date of such expiration. (b) Upon any termination (but not expiration) of this Agreement, the license granted by TGC to Celladon under Section 2.1 and the rights to Released Materials under Section 2.2 shall terminate and revert to TGC. Upon any termination of this Agreement by Celladon under Section 7.2(b), the license granted by Celladon to TGC under Section 2.6 shall terminate and revert to Celladon. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The rights and obligations of the parties under the following Sections and Articles of this Agreement shall survive expiration or termination of this Agreement: Sections 2.2(d) (to the extent of any surviving rights to any Released Materials), 2.6 (except in the case of termination by Celladon under Section 7.2), 3.4, 3.5, 3.6, 3.7, 3.8, 5.4, 5.5, 6.1, 6.2, 6.3, 6.5, 6.6, 7.4, 7.5, 7.6 and 7.7 and Articles 8, 9 and 10. (d) Within 30 days following the expiration or termination of this Agreement, each party shall deliver to the other party any and all Confidential Information of the other party in its possession or the possession of its Affiliates, Licensees or contractors (including the Released Materials), except that Celladon may retain TGC’s Confidential Information to the extent necessary or useful for the practice of any license that survives expiration or termination as set forth above in this Section 7.4, and except that TGC may retain Celladon’s Confidential Information as required

Effect of Termination; Surviving Obligations. (a) Upon termination of this Agreement by OXIS pursuant to Section 8.3 or by either party pursuant to Section 8.4, all rights and obligations of the parties under this Agreement shall terminate (except that if OXIS terminates this Agreement only as to a particular country or countries under Section 8.4 (b) then the rights and obligations of the parties under this Agreement shall terminate only as to such country or countries), except as set forth in this Section 8.5. (b) Upon termination of this Agreement by Alteon pursuant to Section 8.2 (where Alteon has not committed a breach of this Agreement permitting termination by OXIS under Section 8.3 or 8.4) all rights to the Licensed Patents, Licensed Compounds, Licensed Know-How, Licensed Process, and Licensed Product and the Licensed Compounds shall revert to OXIS. (c) 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 shall survive expiration or termination of this Agreement.

Effect of Termination; Surviving Obligations. (i) Upon expiration or termination of the Term, all rights and obligations under this Agreement shall automatically terminate except as provided in Section 1.12(c). (ii) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. (iii) Within 30 days following the expiration or termination of this Agreement, each party shall deliver to the other party any and all Confidential Information of the other party in its possession. (iv) The license granted under this Agreement will be deemed a license of rights to intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a licensee under the Agreement will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code.