Common use of Effects of Expiration or Termination Clause in Contracts

Effects of Expiration or Termination. Upon any termination of this Agreement, (i) as of the effective date of such termination all licenses granted by Licensor to Licensee under this Agreement hereunder shall terminate automatically; provided, however, that Licensee and its Affiliates and Sublicensees may sell Licensed Products in their inventory as of the effective date of such termination, subject to the payment of royalties under Section 4, (ii) each Party shall return all Confidential Information of the other Party (iii) no such termination of this Agreement shall be construed as a termination of any valid Sublicense to any Sublicensee hereunder, and thereafter each such Sublicensee shall be considered a direct licensee of Licensor; provided, that, (iv) such Sublicensee is then in full compliance with all terms and conditions of its Sublicense, (v) all accrued payment obligations of Licensee to Licensor have been paid, (vi) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement within thirty (30) days; or (viii) Licensee and its Affiliates will not be discharged from any liability or obligation to Licensor that arose or became due or payable before the effective date of termination. All rights licensed or transferred by Licensor to Licensee under this Agreement will revert to Licensor, and Licensee agrees to execute and deliver all instruments necessary or desirable to re-vest those rights in Licensor.

Effects of Expiration or Termination. (a) Upon any expiration or termination of this Agreement, (i) as all rights and obligations of the effective date Parties shall terminate, except as provided in this Section 10.5 and the provisions of such termination all licenses granted by Licensor to Licensee under this Agreement hereunder shall terminate automaticallyreferenced in this Section 10.5; provided, however, that expiration or termination of this Agreement shall not affect any rights and obligations which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, as applicable. (b) Each Party shall promptly return to the other Party all relevant records and materials in its possession or control containing or comprising the other Party’s Confidential Information, except Licensee may retain Confidential Information of Licensors to the extent necessary or useful to practice any fully paid irrevocable license in any country or countries as provided in Section 10.1 or its rights under Section 10.5(d). (c) Upon any early termination of this Agreement, at the election of the applicable Sublicensee upon written notice to Licensors, the sublicense granted hereunder to such Sublicensee that was in effect immediately prior to termination of this Agreement will survive such termination, with Licensors as the Sublicensee’s direct licensor (with any amounts payable to Licensors limited to the amounts expressly set forth under this Agreement with respect to such Sublicensee’s activities, and any other amounts, and any rights and obligations of Licensee under the relevant sublicense agreement, other than with respect to the Patent Rights and Know-How, shall remain with Licensee), provided that such Sublicensee is not then in default under its sublicense. (d) Upon any early termination of this Agreement, Licensee and its Affiliates and Sublicensees may (to the extent they do not become direct licensees of Licensors as provided under Section 10.5(c)) shall be entitled to finish any work-in-progress and to sell Licensed any completed inventory of Products in their inventory that remain on hand as of the effective date of such terminationtermination date, subject to the payment of any royalties under Section 4due and payable in accordance with the provisions of this Agreement, provided that no such sales shall be permitted following the date that is six (ii6) each Party shall return all Confidential Information months after the termination date. (e) The rights and obligations of the other Party (iii) no such termination Parties under the following provisions of this Agreement shall be construed as a survive expiration or any termination of this Agreement: Articles 1, 8, 9, 11 and 12 and Sections 5.2 (for the period described therein), 7.2, 7.3 and 10.5 and any valid Sublicense to fully paid irrevocable license in any Sublicensee hereunder, and thereafter each such Sublicensee shall be considered a direct licensee of Licensor; provided, that, (iv) such Sublicensee is then country or countries as provided in full compliance with all terms and conditions of its Sublicense, (v) all accrued payment obligations of Licensee to Licensor have been paid, (vi) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement within thirty (30) days; or (viii) Licensee and its Affiliates will not be discharged from any liability or obligation to Licensor that arose or became due or payable before the effective date of termination. All rights licensed or transferred by Licensor to Licensee under this Agreement will revert to Licensor, and Licensee agrees to execute and deliver all instruments necessary or desirable to re-vest those rights in LicensorSection 10.1.

Effects of Expiration or Termination. 10.3.1 Upon the expiration or termination of this Agreement (for any reason) (a) the rights and License granted to the Licensee by Licensor under this Agreement and the Services Agreement shall immediately, fully and irrevocably terminate and Licensee shall have no further right to exploit Licensed Technology; (b) all rights in and to the Licensed Technology shall revert to Licensor and Licensor shall have the unrestricted right to exploit Licensed Technology within or outside the Field of Use without any obligation to the Licensee; (c) any existing agreements that contain a Sublicense shall terminate to the extent of such Sublicense; and (d) the Services Agreement shall concurrently terminate as well and be void of any force and effect. 10.3.2 Licensee shall return to Licensor, or, at the election of the Licensor, destroy, within fourteen (14) days of expiration or termination hereof, all materials, in soft or hard copy, relating to the Licensed Technology and/or Products which are connected with the License, and it may not make any further use thereof. An officer of the Licensee shall certify in writing compliance with such return or destruction, as applicable. Licensor shall be entitled to conduct an audit in order to ascertain compliance with this provision and Licensee agrees to allow access to Licensor or its representatives for this purpose. 10.3.3 Termination or expiration of this Agreement shall not relieve the Parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. 10.3.4 The Parties’ respective rights, obligations, duties, undertakings and representations under Sections ‎2.5, ‎3, ‎6, ‎7, ‎8, ‎9, ‎10, ‎11, ‎12 and ‎13, as well as any rights, obligations, duties, undertakings and representations which by their nature extend beyond the expiration or termination of this Agreement, (i) as of the effective date of such termination all licenses granted by Licensor to Licensee under this Agreement hereunder shall terminate automatically; provided, however, that Licensee and its Affiliates and Sublicensees may sell Licensed Products in their inventory as of the effective date of such termination, subject to the payment of royalties under Section 4, (ii) each Party shall return all Confidential Information of the other Party (iii) no such survive any expiration or termination of this Agreement shall be construed as a termination of for any valid Sublicense to any Sublicensee hereunder, and thereafter each such Sublicensee shall be considered a direct licensee of Licensor; provided, that, (iv) such Sublicensee is then in full compliance with all terms and conditions of its Sublicense, (v) all accrued payment obligations of Licensee to Licensor have been paid, (vi) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement within thirty (30) days; or (viii) Licensee and its Affiliates will not be discharged from any liability or obligation to Licensor that arose or became due or payable before the effective date of termination. All rights licensed or transferred by Licensor to Licensee under this Agreement will revert to Licensor, and Licensee agrees to execute and deliver all instruments necessary or desirable to re-vest those rights in Licensorreason.

Effects of Expiration or Termination. Upon any 9.4.1 The expiration or termination of this Agreement shall not affect the rights and obligations of the Parties accruing prior to such expiration or termination. Subject to the foregoing, all rights and licenses granted hereunder (and all sublicenses of such rights and licenses) in the Expanded Field shall terminate upon termination of this Agreement, including that (i) as Licensee promptly shall cease using the Licensed Technology in the Expanded Field and (ii) all rights granted by Licensee to Sublicensees to use the Licensed Technology in the Expanded Field shall automatically terminate. Notwithstanding the foregoing, the following sections survive expiration or termination of this Agreement: Section 2.4, Article 6, Article 7, Article 8 (for a period of ten (10) years after the effective date expiration or termination of such termination this Agreement), Article 10 and this Section 9.4. 9.4.2 In the event that this Agreement is terminated due to the rejection of this Agreement by or on behalf of Licensor due to a bankruptcy or other insolvency event (an “Insolvency Event”) of Licensor, all 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 hereunder 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 9.4.2 shall terminate automatically; provided, however, that be (i) without prejudice to any rights Licensee may have arising under any applicable insolvency statute or other Applicable Law and its Affiliates and Sublicensees may sell Licensed Products in their inventory as of the effective date of such termination, subject to the payment of royalties under Section 4, (ii) each Party shall return all Confidential Information of effective only to the other Party (iii) no such termination of this Agreement shall be construed as a termination of any valid Sublicense to any Sublicensee hereunder, and thereafter each such Sublicensee shall be considered a direct licensee of Licensor; provided, that, (iv) such Sublicensee is then in full compliance with all terms and conditions of its Sublicense, (v) all accrued payment obligations of Licensee to Licensor have been paid, (vi) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement within thirty (30) days; or (viii) Licensee and its Affiliates will not be discharged from any liability or obligation to Licensor that arose or became due or payable before the effective date of termination. All rights licensed or transferred extent permitted by Licensor to Licensee under this Agreement will revert to Licensor, and Licensee agrees to execute and deliver all instruments necessary or desirable to re-vest those rights in LicensorApplicable Law.