Common use of Effects of Expiration or Termination Clause in Contracts

Effects of Expiration or Termination. 11.3.1 Upon full termination of this Agreement by either Party (excluding, for the avoidance of doubt, termination of this Agreement with respect to a particular Target), all rights and obligations of the parties hereunder (including, without limitation, the license granted by Xencor to Alexion hereunder and Xencor’s agreements under Section 3.6) shall terminate and be of no further force or effect. In the event of any termination of this Agreement as to a particular Target, this Agreement (including, without limitation, the license granted by Xencor to Alexion hereunder with respect to such Target and Xencor’s agreements under Section 3.6 with respect to such Target) shall terminate solely with respect to such Target. 11.3.2 Upon expiration (but not earlier termination) of this Agreement, all licenses granted to Alexion hereunder that were in effect immediately prior to such expiration shall become fully-paid, royalty-free, irrevocable, and perpetual. 11.3.3 Within thirty 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. 11.3.4 Neither expiration nor termination shall relieve either Party of any obligation accruing prior to such expiration or termination except that, in the case of expiration or termination of this Agreement during any Payment Suspension Period, all payment obligations that accrued but were not paid during such Payment Suspension Period pursuant to Section 8.3.2 shall be (i) with respect to Affected Products, automatically satisfied and discharged in full as of such expiration or termination and (ii) with respect to Licensed Products that are not Affected Products, automatically satisfied and discharged in an amount equal to fifty percent (50%) of such payment obligations as of such expiration or termination. The obligations and rights of the parties under Sections 6.5, 9.4, 9.5, 11.3, 11.4 and 11.5 and Articles 1, 7, 10 (other than Section 10.4), 12 and 13 of this Agreement shall survive expiration or termination of this Agreement.

Effects of Expiration or Termination. 11.3.1 (a) Expiration or termination of this Agreement for any reasons shall not release any Party of any obligation or liability which, at the time of such expiration or termination, has already accrued or which is attributable to a period prior to such expiration or termination. (b) Upon expiration of the Royalty Term with respect to a Product and payment in full of all amounts owned under this Agreement with respect to such Product, Jinghua shall have a fully paid-up, royalty-free, non-exclusive licensed under the Know-How Controlled by Kadmon to Develop, Manufacture and Commercialize such Product in the Territory. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (c) Notwithstanding anything herein to the contrary, termination of this Agreement by either a Party (excluding, for the avoidance of doubt, termination of this Agreement with respect shall be without prejudice to a particular Target), all rights and obligations of the parties hereunder (including, without limitation, the license granted by Xencor to Alexion hereunder and Xencor’s agreements under Section 3.6) shall terminate and be of no further force other remedies such Party may have at law or effect. In the event of any termination of this Agreement as to a particular Target, this Agreement (including, without limitation, the license granted by Xencor to Alexion hereunder with respect to such Target and Xencor’s agreements under Section 3.6 with respect to such Target) shall terminate solely with respect to such Targetequity. 11.3.2 Upon expiration (but not earlier terminationd) of this Agreement, all licenses granted to Alexion hereunder that were in effect immediately prior to such expiration shall become fully-paid, royalty-free, irrevocable, and perpetual. 11.3.3 Within thirty days The 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. 11.3.4 Neither expiration nor termination shall relieve either Party of any obligation accruing prior to such expiration or termination except that, in the case of expiration or termination of this Agreement during any Payment Suspension Period, all payment obligations that accrued but were not paid during such Payment Suspension Period pursuant to Section 8.3.2 shall be (i) with respect to Affected Products, automatically satisfied and discharged in full as of such expiration or termination and (ii) with respect to Licensed Products that are not Affected Products, automatically satisfied and discharged in an amount equal to fifty percent (50%) of such payment obligations as of such expiration or termination. The obligations and rights of the parties under Sections 6.5, 9.4, 9.5, 11.3, 11.4 and 11.5 and Articles 1, 7, 10 (other than Section 10.4), 12 and 13 of this Agreement provisions shall survive expiration or termination of this AgreementAgreement and continue to be enforceable: Article 1 (Definitions), Article 9 (Confidentiality) for the period set forth therein, Article 12 (Indemnification, Liability and Insurance), Article 13 (Dispute Resolution), and Article 14 (General Provisions), and Section 3.1(c) (Grant Back), 4.4 (Right to Reference), Section 7.9 (Interest on Past Due Amounts), Section 7.10 (Maintenance of Records) for the period set forth therein, Section 7.11 (Audits) for the period set forth therein, and Section 10.3 (Effects of Expiration or Termination).

Effects of Expiration or Termination. 11.3.1 Upon full 8.4.1 The expiration or termination of this Agreement by either Party (excluding, for shall not affect the avoidance of doubt, termination of this Agreement with respect to a particular Target), all rights and obligations of the parties Parties accruing prior to such expiration or termination. Subject to the foregoing, all rights and licenses granted hereunder (including, without limitation, the license granted by Xencor to Alexion hereunder and Xencor’s agreements under Section 3.6all sublicenses of such rights and licenses) shall terminate and be of no further force or effect. In the event of any upon termination of this Agreement as to a particular Target, this Agreement (including, without limitation, the license granted by Xencor to Alexion hereunder with respect to such Target and Xencor’s agreements under Section 3.6 with respect to such Target) shall terminate solely with respect to such Target. 11.3.2 Upon expiration (but not earlier termination) of this Agreement, including that (i) Licensee promptly shall cease using the Licensed Technology and (ii) all licenses rights granted by Licensee to Alexion hereunder that were in effect immediately prior Sublicensees to such use the Licensed Technology shall automatically terminate. Notwithstanding the foregoing, the following sections survive expiration shall become fully-paidor termination of this Agreement: Section 2.4, royalty-freeArticle 5, irrevocableArticle 6, and perpetual. 11.3.3 Within thirty days following Article 7 (for a period of ten (10) years after the expiration or termination of this Agreement), each Party shall deliver Article 9 and this Section 8.4. 8.4.2 In the event that this Agreement is terminated due to the other Party any and all Confidential Information of the other Party in its possession. 11.3.4 Neither expiration nor termination shall relieve either Party of any obligation accruing prior to such expiration or termination except that, in the case of expiration or termination rejection of this Agreement during any Payment Suspension Periodby or on behalf of Licensor due to a bankruptcy or other insolvency event (an “Insolvency Event”) of Licensor, all payment obligations that accrued but were not paid during such Payment Suspension Period licenses and rights to licenses granted under or pursuant to this Agreement by Licensor to Licensee are and shall otherwise be deemed to be licenses of rights to “intellectual property” (including for purposes of 365(n) of the United States Bankruptcy Code). The Parties agree that Licensee, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under any applicable insolvency statute, and that upon commencement of an Insolvency Event by or against Licensor, Licensee shall be entitled to a complete duplicate of or complete access to (as Licensee deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Licensee (a) upon any such commencement of a bankruptcy proceeding, at the written request therefor by Licensee, unless Licensor elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon the rejection of this Agreement by or on behalf of Licensor, then at the written request of Licensee therefore. The provisions of this Section 8.3.2 8.4.2 shall be (i) with respect without prejudice to Affected Products, automatically satisfied and discharged in full as of such expiration any rights Licensee may have arising under any applicable insolvency statute or termination other Applicable Law and (ii) with respect effective only to Licensed Products that are not Affected Products, automatically satisfied and discharged in an amount equal to fifty percent (50%) of such payment obligations as of such expiration or termination. The obligations and rights of the parties under Sections 6.5, 9.4, 9.5, 11.3, 11.4 and 11.5 and Articles 1, 7, 10 (other than Section 10.4), 12 and 13 of this Agreement shall survive expiration or termination of this Agreementextent permitted by Applicable Law.

Effects of Expiration or Termination. 11.3.1 (a) Upon expiration or termination of this Agreement for any reason, Buyer shall have no further rights in or to the Assigned Rights or under the License Agreement. (b) The expiration or termination of this Agreement for any reason shall not release either Party any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination. Accordingly, if any obligations remain unpaid or any amounts are owed or any payments are required to be made by either Party to the other Party on or after the date on which this Agreement expires or is terminated, this Agreement shall remain in full force and effect until any and all such obligations, amounts or payments have been indefeasibly paid or made in accordance with the terms of this Agreement, and solely for that purpose. (c) Notwithstanding anything herein to the contrary, the termination of this Agreement by either a Party shall be without prejudice to other remedies such Party may have at law or in Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. equity (excludingincluding any enforcement of its rights under any of the Transaction Documents). The exercise of a right of termination shall not be an election of remedies. (d) ARTICLE 1 and Sections 2.02(d), for 2.02(e), 2.03, 2.04, 5.03 and 5.10(a) (but, in the avoidance case of doubtSection 5.10(a), only if the Subsequent Closing occurs), this Section 7.02 and ARTICLE VIII (but excluding Section 8.04 and Section 8.15) shall survive the termination of this Agreement with respect to for any reason, and Section 8.04 shall survive the termination of this Agreement for a particular Target)period of one year. Except as otherwise provided in this Section 7.02, all rights and obligations of the parties hereunder (including, without limitation, the license granted by Xencor to Alexion hereunder and Xencor’s agreements Parties under Section 3.6) this Agreement shall terminate and be of no further force or effect. In the event of any termination of this Agreement as to a particular Target, this Agreement (including, without limitation, the license granted by Xencor to Alexion hereunder with respect to such Target and Xencor’s agreements under Section 3.6 with respect to such Target) shall terminate solely with respect to such Target. 11.3.2 Upon expiration (but not earlier termination) of this Agreement, all licenses granted to Alexion hereunder that were in effect immediately prior to such expiration shall become fully-paid, royalty-free, irrevocable, and perpetual. 11.3.3 Within thirty 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. 11.3.4 Neither expiration nor termination shall relieve either Party of any obligation accruing prior to such expiration or termination except that, in the case of upon expiration or termination of this Agreement during for any Payment Suspension Period, all payment obligations that accrued but were not paid during such Payment Suspension Period pursuant to Section 8.3.2 shall be (i) with respect to Affected Products, automatically satisfied and discharged in full as of such expiration or termination and (ii) with respect to Licensed Products that are not Affected Products, automatically satisfied and discharged in an amount equal to fifty percent (50%) of such payment obligations as of such expiration or termination. The obligations and rights of the parties under Sections 6.5, 9.4, 9.5, 11.3, 11.4 and 11.5 and Articles 1, 7, 10 (other than Section 10.4), 12 and 13 of this Agreement shall survive expiration or termination of this Agreementreason.

Effects of Expiration or Termination. 11.3.1 a. Upon full expiration or termination of the Agreement, GoAmerica's license to use EarthLink's Marks will terminate and GoAmerica will cease distributing the Setup Software. Within a reasonable period after the expiration or termination of this Agreement by either for any reason, each Party (excludingwill return to the other Party any and all documents or other media, for the avoidance excluding any Deliverables of doubtLicensed Software, termination of this Agreement with respect to a particular Target), all rights and obligations embodying any use of the parties hereunder other Party's Marks (includingincluding specifically, without limitation, the license granted by Xencor to Alexion hereunder and Xencor’s agreements under Section 3.6) shall terminate and be of no further force or effect. In the event of any termination of this Agreement as to a particular Target, this Agreement (including, without limitation, the license granted by Xencor to Alexion hereunder with respect to such Target and Xencor’s agreements under Section 3.6 with respect to such Target) shall terminate solely with respect to such Target. 11.3.2 Upon expiration (but not earlier limited to, any copies of the Setup Software that have not been distributed at the time of expiration or termination) of this Agreement, all licenses granted to Alexion hereunder that were in effect immediately prior to such expiration shall become fully-paid, royalty-free, irrevocable, and perpetual. 11.3.3 Within thirty days following ). Upon the expiration or termination of this Agreement, each Party shall deliver to the other Party any all rights and all Confidential Information obligations of the other Party in its possession. 11.3.4 Neither expiration nor termination shall relieve either Party of any obligation accruing prior to such expiration or termination except that, in the case of expiration or termination of Parties under this Agreement during any Payment Suspension Periodwill terminate, all payment except the rights and obligations that accrued but were not paid during such Payment Suspension Period pursuant to Section 8.3.2 shall be (i) with respect to Affected Products, automatically satisfied and discharged in full as of such expiration or termination and (ii) with respect to Licensed Products that are not Affected Products, automatically satisfied and discharged in an amount equal to fifty percent (50%) of such payment obligations as of such expiration or termination. The obligations and rights of the parties under Sections 6.52.1(c), 9.42.1(d), 9.52.1(e), 11.32.2(c), 11.4 and 11.5 and Articles 12.2(g), 2.3, 2.4, 2.6, 2.7, 2.8, 4, 5, 7, 8, 9 and 10 (other than Section 10.4), 12 and 13 of this Agreement shall herein will survive expiration or termination of the Agreement. b. In addition, upon any termination of this Agreement, EarthLink will continue to have bounty payment obligations under Section 2.2(b) with respect to EarthLink Subscribers who became EarthLink Subscribers before the effective date of termination but who become Qualified Subscribers after the effective date of termination (as evidenced by EarthLink's records), but shall have no other payment obligations of any kind to GoAmerica arising after the effective date of termination. c. In the event of (i) a non-renewal of this Agreement by EarthLink under Section 9.1, (ii) termination of this Agreement by EarthLink for convenience under Section 9.2(c), (iii) termination of this Agreement by GoAmerica for uncured material breach under Section 9.2(a) or (iv) termination of this Agreement by GoAmerica for convenience under Section 9.2(c) at any time following the initial two (2) year term of this Agreement, EarthLink will work with GoAmerica for a period of one hundred eighty (180) days from the effective date of termination or expiration date of this Agreement, to provide for the transfer to GoAmerica (or its designee) any Browser Only Subscribers for which EarthLink has not paid a bounty. Notwithstanding the foregoing, Browser Only Subscribers for which EarthLink has paid a bounty shall be the exclusive customers of EarthLink for all purposes, including without limitation, the Go.Web browser services in accordance with EarthLink's license rights under the License Agreement, without any further payment obligations of any kind from EarthLink to GoAmerica. d. The Parties agree that upon any termination of this Agreement (i) by GoAmerica for convenience under Section 9.2(c) at any time prior to the expiration of the initial two (2) year term of this Agreement or (ii) by EarthLink in accordance with Section 9.2(a), 9.2(b) or 9.2(d), all of the Browser Only Subscribers for which EarthLink has not paid a bounty shall become exclusive customers of EarthLink for purposes of the Go.Web browser services in, without any further payment obligations of any kind from EarthLink to GoAmerica. e. In the event any Browser Only Subscribers become customers of EarthLink under this Section 9.3, GoAmerica agrees to work with EarthLink to support and to take any steps necessary to effectuate any necessary conversion of the customer relationship from GoAmerica to EarthLink, including without limitation, assigning any customer agreements to EarthLink.