Effects of Certain Terminations. If (i) Galderma terminates this Agreement in its entirety pursuant to Section 12.2, or (ii) NovaBay terminates this Agreement pursuant to Section 12.3 or Section 12.4, then at NovaBay’s election:
Effects of Certain Terminations. In the event of termination of this Agreement
Effects of Certain Terminations. In the event of termination of this Agreement pursuant to Section 9.2, 9.3, or 9.4, the licenses granted to Licensee under Sections 2.1, 2.2 and 2.3 shall terminate, but Licensee may elect to have any then-existing Sublicenses survive as direct licenses from Licensors (provided that the applicable Sublicensees are in good standing thereunder and are not in material breach of any material obligation or term under this Agreement including Section 2.4) and such survival will be accepted by Licensors. Each Sublicense surviving as a direct license as set forth herein will remain in full force and effect with Licensors as the licensor or sublicensor instead of Licensee, but the duties and obligations of Licensors under such surviving Sublicenses will not be greater than the duties of Licensors under this Agreement, and the rights of Licensors under such surviving Sublicenses will not be less than the rights of Licensors under this Agreement.
Effects of Certain Terminations. In the event of termination of this Agreement by Adaptive pursuant to [***], or by GNE pursuant to [***], in addition to those provisions surviving under Section 16.6.1(f), upon such termination the following terms of this Section 16.6.2 shall apply:
Effects of Certain Terminations. Upon termination of this Agreement by Licensor pursuant to Section 9.2, 9.4 or 9.5, or by IMI pursuant to Section 9.3:
(a) All rights and licenses granted to IMI hereunder shall terminate, with all rights of IMI under the Licensed Patents and Licensed Know-How reverting to Licensor, and Section 2.2(d) shall apply to all Sublicensees.
Effects of Certain Terminations. Upon termination of this Agreement by Cornerstone pursuant to Section 10.2 or Section 10.4 or by Targacept pursuant to Section 10.3, the following provisions shall apply.
(a) The License shall terminate, and Section 2.2(c) shall survive.
(b) Within [********] days after Cornerstone’s written request (if accompanied by a written representation certifying as to its compliance with Section 9.7(b)), Targacept shall: (i) grant to Cornerstone a worldwide, paid-up (except as set forth in Section 10.5(c)), irrevocable (unless Cornerstone shall cease to comply with Section 9.7(b)), exclusive (even as to Targacept) license, with right to further sublicense to the same extent, and subject to the same conditions, as the License pursuant to Section 2.2, to any Technology generated by, and any Patent Rights filed or obtained by, Targacept prior to such termination that (A) relate solely to a Cornerstone Compound and (B) are necessary or reasonably useful to make, use, sell, offer to sell, import or otherwise exploit any pharmaceutical or medicinal item, substance or formulation that is comprised of or contains such Cornerstone Compound (each, a “Targacept Returned Product”) in the Cornerstone Restricted Field, such license to be solely to make, use, sell, offer to sell, import or otherwise exploit, or to perform services that utilize, Targacept Returned Products in the Cornerstone Restricted Field; and (ii) provide to Cornerstone, at Cornerstone’s expense, one (1) copy (in electronic form, if available) of all reports and documents in Targacept’s or its Affiliates’ possession as of the effective date of such termination of this Agreement to the extent that such reports and documents solely describe or solely contain any data with respect to such Cornerstone Compound. “Cornerstone Restricted Field” means all fields of use, but excluding, with respect to each Cornerstone Compound, all fields and indications in or for which Targacept would not be permitted, or would not have the unrestricted right, to develop such Cornerstone Compound, or would not be permitted to, or would not have the unrestricted right to, commercialize (or make, use or sell) such Cornerstone Compound under any of (i) Targacept’s Collaboration and License Agreement with AstraZeneca AB dated December 3, 2009, as may be amended from time to time, (ii) Targacept’s Collaborative Research and License Agreement with AstraZeneca AB dated December 27, 2005, as amended and as may be further amended from time to ...
Effects of Certain Terminations. If THERAGENEX electively terminates this Agreement pursuant to Section 9.2(c) or ADVENTRX terminates this Agreement pursuant to Section 9.2(a) or (b), then upon such notice of termination:
Effects of Certain Terminations. If this Agreement is terminated, in its entirety or as to a particular Product or region, by Astellas pursuant to Section 13.2.1 or 13.2.2, or by Maxygen pursuant to Section 13.3, 13.4.1 or 13.4.2, then the provisions of this Section 13.6 shall apply (subject to Section 13.4.1(c) with respect to terminations pursuant to Section 13.4.1, and subject to Section 13.4.2(e)(ix) or (x), as applicable, with respect to terminations pursuant to Section 13.4.2), provided that in case of termination only as to a particular Product or region, Section 13.6 shall apply only to such Product or region (i.e., North America, Europe, and/or Asia), and further provided that this Section 13.6 shall not apply to expiration of this Agreement (nor to termination by Astellas under Section 13.3). Notwithstanding the foregoing, in the event of termination by Astellas pursuant to Section 13.2.2, Sections 13.6.1 and 13.6.2 shall not apply with respect to the Compound(s) and corresponding Product(s) for which Adverse Safety/Tox Results were obtained.
Effects of Certain Terminations. In the event of termination of this Agreement in its entirety or on a country-by-country basis (as set forth in this Section 12.7.2 (Effects of Certain Terminations)) for any reason other than termination by GEHC pursuant to Section 12.3 (Termination by Either Party for Breach) or Section 12.6 (Termination for Insolvency):
Effects of Certain Terminations. If KCI electively terminates this Agreement in its entirety pursuant to Section 10.2(a) or NovaBay terminates this Agreement pursuant to Section 10.2(b) or 10.2(c), then:
(a) At NovaBay’s request and expense, KCI shall promptly assign and transfer to NovaBay all regulatory filings and approvals for Products (collectively, “Regulatory Documents”) that are held or controlled by or under authority of KCI or its Affiliates or sublicensees, and shall take such actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights under the Regulatory Documents to NovaBay. KCI shall cause each of its sublicensees to transfer any such Regulatory Documents to NovaBay if this Agreement terminates. If applicable Law prevents or delays the transfer of ownership of any Regulatory Documents to NovaBay, KCI shall grant, and does hereby grant, to NovaBay an exclusive and irrevocable right of access and reference to such Regulatory Documents, and shall cooperate fully to make the benefits of such Regulatory Documents available to NovaBay and/or its designee(s). Within sixty (60) days after notice of such termination, KCI shall provide to NovaBay copies of all such Regulatory Documents, and of all Technology Controlled by KCI pertaining to any Product, or the manufacture thereof. NovaBay shall be free to use and disclose such Regulatory Documents and Technology in connection with the exercise of its rights and licenses under this Section 10.4.
(b) At the request and expense of NovaBay, KCI agrees to use commercially reasonably efforts to cooperate with NovaBay and its designee(s) to facilitate the ability of NovaBay and/or its designee(s) to begin manufacture and sale of the Products for application in the Field. Upon request by NovaBay, KCI shall transfer to NovaBay some or all quantities of Products in its or its Affiliates’ possession (as requested by NovaBay), within thirty (30) days after the effective date of such termination; provided, however, that NovaBay shall reimburse KCI for the out-of-pocket costs that KCI actually incurred to manufacture or otherwise acquire the quantities so provided to NovaBay. If any Product was manufactured by any third party for KCI, or KCI had contracts with vendors which contracts are necessary or useful for NovaBay to take over responsibility for the Products in the Territory, then KCI shall to the extent possible and requested in writing by NovaBay, introduce NovaBay to such vendor...
