Common use of Effects of Termination/Expiration Clause in Contracts

Effects of Termination/Expiration. (a) Articles I (Definitions), VII (Confidentiality), IX (Indemnification; Limitation of Liability; Insurance) and XI (Miscellaneous Provisions) and Sections 5.6 (Royalty Reports and Records Retention), 5.7 (Audits), 5.9 (Late Payments), 5.10 (Taxes) and 10.4 (Effects of Termination/Expiration) hereof shall survive the expiration or termination of this Agreement for any reason. In addition, upon termination of this Agreement by TGTX pursuant to Sections 10.2 or 10.3, then Section 6.6 (Third Party Actions Claiming Infringement) shall survive the expiration or termination of this Agreement. (b) Termination or expiration of this Agreement shall not relieve the Parties of any liability that accrued hereunder before the effective date of such termination or expiration. In addition, termination or expiration of this Agreement shall not 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 nor prejudice either Party’s right to obtain performance of any obligation. (c) Upon termination of this Agreement by Licensor pursuant to Section 10.2, all licenses granted to TGTX hereunder shall terminate. If TGTX has before the breach entered into a written Sublicense which complies with Section 2.2, then the Sublicensee thereunder shall have the right to, by but only by delivering to Licensor within 30 days after such termination a written election to do so and a written assumption of all of TGTX’s past and future obligations, liabilities and duties under this Agreement and a tender of funds or other action to directly and fully cure TGTX’s breach, convert its Sublicense into a direct of license from Licensor of the same technology, for the same field and for the same territory, as had been provided for in the Sublicense and otherwise on the same terms and conditions as are set forth in this Agreement as if such Sublicensee were TGTX hereunder. In the event of termination by TGTX pursuant to Section 10.2, the licenses granted to TGTX hereunder shall continue in effect but become fully paid-up, royalty-free, transferable (to the extent not transferable previously), perpetual and irrevocable.

Effects of Termination/Expiration. (a) Articles I (Definitions), VII VIII (Confidentiality), IX X (Indemnification; Limitation of Liability; Insurance) and XI XIII (Miscellaneous Provisions) and Sections 4.3 (Adverse Event Reporting), 5.6 (Royalty Reports and Records Retention), 5.7 (Audits), 5.9 5.10 (Late Payments), 5.10 5.11 (Taxes), 9.4 (Disclaimer), 11.2(b)(iv) (Reporting and Study Data), 11.2(d) (Access to Seelos’ Data) and 10.4 12.5 (Effects of Termination/Expiration) hereof shall survive the expiration or termination of this Agreement for any reason. In addition, upon termination of this Agreement by TGTX Seelos pursuant to Sections 10.2 12.2 or 10.312.3, then Section 6.6 7.6 (Third Party Actions Claiming Infringement) shall survive the expiration or termination of this Agreement. (b) Termination or expiration of this Agreement shall not relieve the Parties of any liability that accrued hereunder before the effective date of such termination or expiration. In addition, termination or expiration of this Agreement shall not preclude either any 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 nor prejudice either any Party’s right to obtain performance of any obligation. (c) Upon valid termination of this Agreement by Licensor pursuant to Section 10.212.2, all licenses granted to TGTX Seelos hereunder shall terminate. If TGTX has before the breach entered into a written Sublicense which complies with Section 2.2, then the Sublicensee thereunder shall have the right to, by but only by delivering to Licensor within 30 days after such termination a written election to do so and a written assumption of all of TGTX’s past and future obligations, liabilities and duties under this Agreement and a tender of funds or other action to directly and fully cure TGTX’s breach, convert its Sublicense into a direct of license from Licensor of the same technology, for the same field and for the same territory, as had been provided for in the Sublicense and otherwise on the same terms and conditions as are set forth in this Agreement as if such Sublicensee were TGTX hereunder. In the event of valid termination by TGTX Seelos pursuant to Section 10.212.2 or expiration of this Agreement, the licenses granted to TGTX Seelos hereunder shall continue in effect but become perpetual, fully paid-up, up and royalty-free, transferable subject to post-termination or post-expiration termination by Licensor pursuant to this Article XII (to the extent not transferable previouslyand Article VII in its entirety shall survive), perpetual and irrevocable.

Effects of Termination/Expiration. (a) Articles I (Definitions), VII (Confidentiality), IX (Indemnification; Limitation of Liability; Insurance) and XI (Miscellaneous Provisions) and Sections 5.6 5.7 (Royalty Reports and Records Retention), 5.7 5.8 (Audits), 5.9 5.10 (Late Payments), 5.10 5.11 (Taxes) and 10.4 (Effects of Termination/Expiration) hereof shall survive the expiration or termination of this Agreement for any reason. In addition, upon termination of this Agreement by TGTX Coronado pursuant to Sections 10.2 or 10.310.2, then Section 6.6 6.5 (Third Party Actions Claiming Infringement) shall survive the expiration or termination of this Agreement. In addition, upon termination of this Agreement by Licensor pursuant to Sections 10.2, then Section 2.3 (Grantback License) shall survive the expiration or termination of this Agreement. (b) Termination or expiration of this Agreement shall not relieve the Parties of any liability that accrued hereunder before the effective date of such termination or expiration. In addition, termination or expiration of this Agreement shall not 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 nor prejudice either Party’s right to obtain performance of any obligation. (c) Upon termination of this Agreement by Licensor pursuant to Section 10.2, all licenses granted to TGTX hereunder shall terminate. If TGTX has before the breach entered into a written Sublicense which complies with Section 2.2, then the Sublicensee thereunder shall have the right to, by but only by delivering to Licensor within 30 days after such termination a written election to do so and a written assumption of all of TGTX’s past and future obligations, liabilities and duties under this Agreement and a tender of funds or other action to directly and fully cure TGTX’s breach, convert its Sublicense into a direct of license from Licensor of the same technology, for the same field and for the same territory, as had been provided for in the Sublicense and otherwise on the same terms and conditions as are set forth in this Agreement as if such Sublicensee were TGTX hereunder. In the event of termination by TGTX Coronado pursuant to Section 10.2, the licenses granted to TGTX Coronado hereunder shall continue in effect but become fully paid-up, royalty-free, transferable (to the extent not transferable previously), perpetual and irrevocable. (d) Upon termination of this Agreement at any time for any reason by Licensor, each Sublicense validly granted hereunder which is in good standing as of the effective date of such termination shall continue in effect as a direct license between Licensor and Sublicensee (as licensee), provided that: (i) such Sublicense complied with Section 2.2, (ii) within 30 days of a request by Licensor, Sublicensee shall provide a written acknowledgement that all payment and other obligations previously payable to Licensee under such Sublicense shall thereafter be payable and due, and be paid directly to Licensor and (iii) the Sublicensee is not a party to a proceeding in bankruptcy or insolvency filed by or against such Sublicensee, and has not made a general assignment for the benefit of its creditors. All other sublicenses in existence as of the effective date of the termination of this Agreement which fail to satisfy the foregoing conditions shall, upon such termination, terminate. (e) In the event of termination by Licensor pursuant to Section 10.2, the licenses granted to Coronado hereunder shall terminate, and Coronado shall: (i) transfer to Licensor all Regulatory Filings Controlled by Coronado that are related solely to the Licensed Products; and (ii) Coronado shall grant to Licensor a worldwide, royalty-bearing exclusive license under the Coronado Technology to make, use, sell, offer for sale, use and import Licensed Products, provided that the transfer of Regulatory Filings and license shall be contingent upon Coronado and Licensor entering into a written agreement setting forth reasonable royalties and milestone payments to be paid by Licensor to Coronado with respect to the Coronado Technology and Regulatory Filings, the amounts of which shall reflect the stage of Licensed Product development at the time of termination.

Effects of Termination/Expiration. (a) Articles I (Definitions), VII (Confidentiality), IX (Indemnification; Limitation of Liability; Insurance) and XI (Miscellaneous Provisions) and Sections 5.6 (Royalty Reports and Records Retention), 5.7 (Audits), 5.9 (Late Payments), 5.10 (Taxes) and 10.4 10.5 (Effects of Termination/Expiration) hereof shall survive the expiration or termination of this Agreement for any reason. In addition, upon termination of this Agreement by TGTX pursuant to Sections 10.2 or 10.3, then Section 6.6 (Third Party Actions Claiming Infringement) shall survive the expiration or termination of this Agreement. (b) Termination or expiration of this Agreement shall not relieve the Parties of any liability that accrued hereunder before the effective date of such termination or expiration. In addition, termination or expiration of this Agreement shall not 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 nor prejudice either Party’s right to obtain performance of any obligation. (c) Upon termination of this Agreement by Licensor pursuant to Section 10.210.2 for an uncured material breach by TGTX or pursuant to Section 10.3, all licenses granted to TGTX hereunder shall terminate. If TGTX has before the breach termination entered into a written Sublicense which complies with Section 2.2, then then, if the Sublicensee thereunder is not then in breach of such Sublicense, the Sublicensee shall have the right to, by but only by delivering to Licensor within 30 days after such termination a written election to do so and a written assumption of all of TGTX’s past and future obligations, liabilities and duties under this Agreement and a tender of funds or other action to directly and fully cure TGTX’s breach, convert its Sublicense into a direct of license from Licensor of the same technology, for the same field and for the same territory, as had been provided for in the Sublicense and otherwise on the same terms and conditions as are set forth in this Agreement as if such Sublicensee were TGTX hereunder. Such right of conversion shall be exercisable by Sublicensee by delivering to Licensor within * ( * ) days after such termination a written election to so convert. In the event addition, upon any termination of termination by TGTX this Agreement pursuant to Section 10.210.2 for an uncured material breach by TGTX or pursuant to Section 10.3, TGTX and Licensor agree that TGTX shall: (i) assign to Licensor all Regulatory Approvals, applications for Regulatory Approvals and all drug master files and drug dossiers in the Territory, (ii) transfer to Licensor all correspondence and files pertaining to such Regulatory Approvals, applications for Regulatory Approvals and all drug master files and drug dossiers in the Territory, (iii) transfer to Licensor all data generated by TGTX, its Affiliates and Sublicensees in connection with the Development of the Licensed Products (in written or electronic form as Licensor may direct), (iv) grant, and hereby does grant, to Licensor a non-exclusive, fully-paid, perpetual, irrevocable license, with the right to sublicense through multiple tiers, to all intellectual property developed by TGTX, its Affiliates and Sublicenses in connection with the Development of the Licensed Products, and (v) upon the request of Licensor, assign to Licensor any contracts related to the Development, manufacture or Commercialization of the Licensed Products in the Territory under the following scenarios and conditions: (i) if at the time of termination TGTX has met the diligence milestone set forth under Section 3.1(a), the licenses granted Licensor shall pay TGTX a royalty amounting to * % of Net Sales in the Territory on an annual basis until TGTX hereunder shall continue in effect but become fully paid-up, royalty-free, transferable recovers * % of the cost of development of the Licensed Products; (to ii) if at the extent not transferable previouslytime of termination TGTX has met the diligence milestone set forth under Section 3.1(b), perpetual the Licensor shall pay TGTX a royalty amounting to * % of * in the Territory on an annual basis until TGTX recovers * % of the cost of development of the Licensed Products; or (iii) if at the time of termination TGTX has dosed at least * in a Phase 3 clinical study or Pivotal Trial, the Licensor shall pay TGTX a royalty amounting to * % of Net Sales in the Territory on an annual basis until TGTX recovers * % of the cost of development of the Licensed Products. The cost of development of the Licensed Products shall include all costs and irrevocableexpenses incurred by TGTX as of the time of termination, as calculated in good faith by TGTX, subject to Licensor’s right to an audit. Net Sales shall have the meaning set forth under Section 1.31, except it shall apply to sales of the License Products by Licensor, its Affiliates, or any sublicensees. Licensor can, in its sole discretion, choose not to assume Regulatory Approvals and filings, data, or intellectual property generated by TGTX. In such event, TGTX will not be entitled to any cost of development recovery.