Common use of Effects of Expiration or Termination Clause in Contracts

Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, the following provisions shall apply: (a) subject to this Section 11.7 and Section 11.9, all rights and licenses granted to either Party hereunder shall terminate; (b) if Angiotech terminates this Agreement pursuant to Section 7.5, 11.2, 11.4, 11.5 or 11.6: (i) Orthovita shall promptly negotiate with Angiotech in good faith regarding commercially reasonable terms and conditions for the grant to Angiotech of rights and licenses (and sublicenses, if applicable), with a right to further sublicense, under intellectual property (including, without limitation, patents, patent applications, know-how, tangible materials, designs, molds, customer lists, vendor lists, data, manuals, schematics and Confidential Information) owned or Controlled by Orthovita pertaining to (A) Orthovita Improvements that have been incorporated into the CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of Angiotech’s termination notice, and (B) all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories, and all raw materials, components or intermediates related to any of the foregoing, that are not described by the preceding clause (A) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, such that Angiotech and its Affiliates have all necessary rights and licenses under such intellectual property of Orthovita to manufacture (itself or through Third Party(ies) contractually bound to Angiotech), use, distribute, promote, market, sell, offer for sale, export and import all CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice; and (ii) to the extent that Angiotech obtains such rights and licenses described in clause (i) above, for a period of *** after the effective date of termination, Orthovita shall manufacture and supply to Angiotech all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, wherein Angiotech’s transfer price for such CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories shall be determined in accordance with the method(s) used hereunder to determine the transfer price for commercial supply of other products provided by Orthovita to Angiotech hereunder; (c) upon expiration of this Agreement, Angiotech shall have an option to negotiate with Orthovita to obtain on commercially reasonable terms a license to intellectual *** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. property owned or Controlled by Orthovita that is (i) related to CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing), and (ii) existing as of the date of such expiration, such that Angiotech has all necessary and useful rights and licenses under such additional intellectual property of Orthovita to make, use, distribute, promote, market, sell, offer for sale, export and import CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such expiration; and (d) if this Agreement expires or is terminated by Angiotech pursuant to Section 7.5, 11.2, 11.4, 11.5 or 11.6, Orthovita shall (i) ***, (ii) transfer to Angiotech advertising or promotional materials and training materials that were used in conjunction with the Products and Accessories prior to such expiration or termination, and (iii) ***.

Effects of Expiration or Termination. Upon the expiration or termination of this Agreement for any reason, the following provisions consequences shall apply: (a) subject to this Section 11.7 Each of CBMG’s and Section 11.9, all Novartis’s rights and licenses granted to either Party hereunder obligations under this Agreement shall terminate;, except as otherwise contemplated by this Article 14. (b) if Angiotech terminates Each Party shall, upon receipt of a written request from the other Party following the expiration or termination of this Agreement pursuant Agreement, promptly return to Section 7.5the other Party (or, 11.2where the requesting Party is CBMG, 11.4destroy) all Confidential Information of such other Party, 11.5 including all reproductions and copies thereof together with all internal material and documents generated by it containing Confidential Information or 11.6: references thereto, from which references the substance of the Confidential Information can be implied or understood and shall delete all references thereto stored electronically; provided, that: (i) Orthovita shall promptly negotiate with Angiotech one (1) copy of all such Confidential Information may be retained by either Party in good faith regarding commercially reasonable terms its confidential files for archive purposes; and conditions for the grant to Angiotech of rights and licenses (and sublicenses, if applicable), with a right to further sublicense, under intellectual property (including, without limitation, patents, patent applications, know-how, tangible materials, designs, molds, customer lists, vendor lists, data, manuals, schematics and Confidential Information) owned or Controlled by Orthovita pertaining to (A) Orthovita Improvements that have been incorporated into the CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of Angiotech’s termination notice, and (B) all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories, and all raw materials, components or intermediates related to any of the foregoing, that are not described by the preceding clause (A) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, such that Angiotech and its Affiliates have all necessary rights and licenses under such intellectual property of Orthovita to manufacture (itself or through Third Party(ies) contractually bound to Angiotech), use, distribute, promote, market, sell, offer for sale, export and import all CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice; and (ii) Novartis shall be entitled to retain and use any such Confidential Information in connection with exercising any of its rights which survive expiration or termination in accordance with this Article 14. (c) In the extent that Angiotech obtains such rights and licenses described event there are any ongoing Clinical Studies of the Product in clause (i) above, for a period the Territory as of *** after the effective date of terminationexpiration or termination of this Agreement, Orthovita shall manufacture and supply at Novartis’s request, CBMG agrees to Angiotech all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories which are being made, sold or offered for sale continue supporting such Clinical Studies to the extent contemplated in the Licensed Field under Development Plan in effect as of the effective date of expiration or termination of this Agreement or, in the case of Clinical Studies being conducted by or on behalf of CBMG, at the date of such termination noticeNovartis’s request, wherein Angiotechto promptly transition to Novartis or its designee CBMG’s transfer price responsibilities for such CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories Clinical Studies or portions thereof. Development Costs incurred by the Parties in connection with any such support or transition shall be determined subject to cost-sharing in accordance with Section 5.5(a)(ii). (d) At Novartis’s request, CBMG shall transition to Novartis any arrangement with any contractor from which CBMG or its Affiliates had arranged to obtain supply of the Product or any related materials in accordance with the method(sManufacturing and Supply Agreement. In addition, CBMG shall support a full technical transfer of the Product to Novartis or its designee in accordance with the Manufacturing and Supply Agreement. CBMG shall promptly provide to Novartis a copy of all data and other Know-How pertaining to the Manufacture of the Product to the extent not previously provided to Novartis, and Novartis shall have the right to use (and authorize the use of) used hereunder and to determine disclose all such data and other Know-How following the transfer price for commercial supply of other products provided by Orthovita to Angiotech hereunder; (c) upon expiration or termination of this Agreement, Angiotech shall have an option to negotiate with Orthovita to obtain on commercially reasonable terms a license to intellectual *** Certain information in this exhibit has been omitted Agreement for purposes of Manufacturing the Product and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. property owned or Controlled by Orthovita that is (i) related to CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing), and (ii) existing as of the date of such expiration, such that Angiotech has all necessary and useful otherwise exercising its rights and licenses under such additional intellectual property of Orthovita to make, use, distribute, promote, market, sell, offer for sale, export and import CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing) which are being made, sold or offered for sale in the Licensed Field under this Agreement at which survive termination in accordance with this Article 14. Further, to the date of extent CBMG has any remaining obligations under the Tech Transfer Work Plans, CBMG shall promptly complete such expiration; andactivities in accordance therewith. (de) if this Agreement expires or is terminated by Angiotech pursuant to Section 7.5At Novartis’s request, 11.2, 11.4, 11.5 or 11.6, Orthovita CBMG and its Affiliates shall (i) ***, (ii) transfer to Angiotech advertising Novartis or promotional materials its designees all Regulatory Filings and training materials that were used in conjunction with other Regulatory Documentation relating to the Products and Accessories prior Product. (f) Section 12.1(b) shall cease to such expiration or terminationapply, and (iii) ***Novartis shall be free to use and disclose without restriction all CBMG Know-How. In addition, CBMG shall promptly provide to Novartis a copy of all such Know-How, to the extent not previously provided to Novartis.

Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, the following provisions shall apply: (a) subject to this Section 11.7 and Section 11.9, all rights and licenses granted to either Party hereunder shall terminate; (b) if Angiotech terminates this Agreement is terminated pursuant to Section 7.5, 11.2, 11.4, 11.5 11.2 or 11.6Article 21: (i) Orthovita shall promptly negotiate with Angiotech in good faith regarding commercially reasonable terms and conditions for the grant to Angiotech of rights and licenses (and sublicenses, if applicable), with a right to further sublicense, under intellectual property (including, without limitation, patents, patent applications, know-how, tangible materials, designs, molds, customer lists, vendor lists, data, manuals, schematics and Confidential Information) owned or Controlled by Orthovita pertaining to (A) Orthovita Improvements that have been incorporated into the CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of Angiotech’s termination notice, and (B) all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and/or Accessories, and all raw materials, components or intermediates related to any of the foregoing, that are not described by the preceding clause (A) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, such that Angiotech and its Affiliates have all necessary rights and licenses under such intellectual property of Orthovita to manufacture (itself or through Third Party(ies) contractually bound to Angiotech), use, distribute, promote, market, sell, offer for sale, export and import all CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice; and (ii) to the extent that Angiotech obtains such rights and licenses described in clause (i) above, for a period of *** after the effective date of termination, Orthovita shall manufacture and supply to Angiotech all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, wherein Angiotech’s transfer price for such CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories shall be determined in accordance with the method(s) used hereunder to determine the transfer price for commercial supply of other products provided by Orthovita to Angiotech hereunder; (c) upon expiration of this Agreement, Angiotech shall have an option to negotiate with Orthovita to obtain on commercially reasonable terms a license to intellectual *** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. property owned or Controlled by Orthovita that is (i) related to CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing), and (ii) existing as of the date of such expiration, such that Angiotech has all necessary and useful rights and licenses under such additional intellectual property of Orthovita to make, use, distribute, promote, market, sell, offer for sale, export and import CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories (including any Improvements to any of the foregoing) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such expiration; and (d) if this Agreement expires or is terminated by Angiotech pursuant to Section 7.5, 11.2, 11.4, 11.5 11.2 or 11.6Article 21, Orthovita shall (i) ***, (ii) transfer to Angiotech advertising or promotional materials and training materials that were used in conjunction with the Products and Accessories prior to such expiration or termination, and (iii) ***.

Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, the following provisions shall applyAgreement: (ai) subject Except for the license granted to the BIO Parties under the Later Acquired Acutus Technology, which shall survive expiration or termination of this Agreement in accordance with its terms, each of the licenses under Section 11.7 2.1 and Section 11.9, all rights and licenses granted to either Party hereunder 2.2 in the Territory shall terminate; (bii) if Angiotech terminates this Agreement pursuant Acutus shall cease its Development activities with respect to Section 7.5products within the FS Product Line as well as its Commercialization activities with respect to products within the FS Product Line and any External Products used in connection therewith, 11.2, 11.4, 11.5 or 11.6:in each case in the Field in the Territory; (iiii) Orthovita Acutus shall promptly cease to represent in any manner that Acutus Commercializes any products within the FS Product Line and any External Products used in connection therewith in the Territory; (iv) Prior to the effective date of termination, the Parties shall negotiate with Angiotech in good faith regarding commercially reasonable terms a transition plan that sets forth a strategy, financial consideration, and conditions estimated schedule for transition of the grant to Angiotech of rights and licenses FS Product Line (and sublicensesExternal Products used in connection therewith) to the BIO Parties in order to seek to minimize any disruption to the Development or Commercialization of such FS Product Line (and External Products used in connection therewith) as soon as reasonably practicable, if applicableincluding any assignment to the BIO Parties (or their designee), with a right of any and all Regulatory Filings made with, and all Marketing Authorization Approvals obtained from, Regulatory Authorities in the Territory specifically relating to further sublicenseany products within the FS Product Line, under intellectual property in all cases, only to the extent such assignment is legally permissible, and to the extent such assignment is not legally permissible, to take such actions to make available to the BIO Parties (includingor their designee) the benefits of such Regulatory Filings and Marketing Authorization Approval; (v) The Parties shall cooperate in informing the relevant Regulatory Authorities of the cessation of the applicable activities in relation to the FS Product Line and External Products in the Field in the Territory and use of Acutus’ Trademarks; (vi) Acutus shall promptly provide to the BIO Parties, without limitationat no cost to the BIO Parties for items owned by the BIO Parties and at cost for items owned by Acutus, patents, patent applications, know-how, tangible materials, designs, molds, customer lists, vendor lists, data, manuals, schematics and Confidential Information) owned or Controlled by Orthovita pertaining to (A) Orthovita Improvements that have been incorporated into any and all samples of any products within the CoStasis IngredientsFS Product Line and Promotional Materials of any kind, Formulated CoStasis Ingredientsincluding all literature, Products and/or Accessories which are being madedocuments, sold or offered for sale in the Licensed Field under this Agreement at the date of Angiotech’s termination noticeand training and educational materials, and (B) all CoStasis IngredientsKnow-How, Formulated CoStasis Ingredients, Products and/or Accessoriesmaterials, and all raw materials, components or intermediates related other Development Data specifically relating to any of products within the foregoingFS Product Line, that are not described by the preceding clause (A) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice, such that Angiotech and its Affiliates have all necessary rights and licenses under such intellectual property of Orthovita to manufacture (itself or through Third Party(ies) contractually bound to Angiotech), use, distribute, promote, market, sell, offer for sale, export and import all CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such termination notice; and (ii) each case to the extent owned by the BIO Parties or agreed to be transferred pursuant to Section 13.3(b)(iv); provided, that Angiotech obtains Acutus shall be entitled to retain copies of such rights items for legal archival and licenses described in clause regulatory purposes; (ivii) above, for a period of *** No Milestone achieved with respect to any product(s) within the FS Product Line after the effective date of terminationtermination shall give rise to any Milestone Payments by Acutus; (viii) In the event of termination by Acutus under Section 13.2, Orthovita Acutus shall manufacture and supply have the right to Angiotech all CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories which are being made, sold or offered for sale continue to sell its existing inventory of products within the FS Product Line (including those still in production as of the Licensed Field under this Agreement at the effective date of such termination noticetermination) and External Products; provided, wherein Angiotech’s transfer price for that the BIO Parties shall continue to receive payments with respect to such CoStasis Ingredients, Formulated CoStasis Ingredients, Products and Accessories shall be determined sales in accordance with the method(s) used hereunder ARTICLE 8 hereof. In the event of termination by the BIO Parties under Section 13.2, the BIO Parties shall be permitted to determine sell any existing inventory of such products within the transfer price for commercial supply of other products provided by Orthovita to Angiotech hereunder; (c) upon expiration of this Agreement, Angiotech shall have an option to negotiate with Orthovita to obtain on commercially reasonable terms a license to intellectual *** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. property owned or Controlled by Orthovita that is (i) related to CoStasis Ingredients, Formulated CoStasis Ingredients, Products or Accessories FS Product Line (including any Improvements to any of the foregoing), and (ii) existing those still in production as of the effective date of such expiration, such termination) that Angiotech has all necessary and useful rights and licenses under such additional intellectual property of Orthovita to make, use, distribute, promote, market, sell, offer for sale, export and import CoStasis Ingredients, Formulated CoStasis Ingredients, Products contain Acutus’ name or Accessories (including any Improvements to any of the foregoing) which are being made, sold or offered for sale in the Licensed Field under this Agreement at the date of such expirationAcutus’ Trademarks; and (dix) if this Agreement expires or is terminated In the event of termination by Angiotech pursuant Acutus under Section 13.2, Sections 2.1(d) and 7.3 shall survive the agreement, but only as to Section 7.5Acutus’ Manufacturing obligations, 11.2, 11.4, 11.5 or 11.6, Orthovita shall to permit Acutus to supply the BIO Parties for a period of at least twenty-four (i24) ***, (ii) transfer to Angiotech advertising or promotional materials and training materials that were used in conjunction with the Products and Accessories prior to months following such expiration or termination, and (iii) ***.