Common use of Effects of Termination or Expiration Clause in Contracts

Effects of Termination or Expiration. Upon termination or expiration of this Agreement for any reason: (a) the Services Program will terminate and any Research Polypeptides will become Discontinued Polypeptides (and Collaboration mRNA Constructs with respect thereto will become Discontinued Product Candidates); provided, for clarity, that, AstraZeneca will retain its rights and obligations under the A&R Option Agreement to any Optioned Product Candidates (and associated Subject Constructs and Products) at the time of such termination unless AstraZeneca is in breach of the A&R Option Agreement with respect to such Optioned Product Candidates (and associated Subject Constructs and Products) and the provisions of this Agreement relevant to the Parties’ on-going activities with respect to such and Optioned Product Candidates (and associated Subject Constructs and Products)including Article 4 and Exhibit A-1 shall continue to apply; (b) Moderna will return (or destroy or erase, as directed by AstraZeneca) all data, files, records and other materials containing or comprising AstraZeneca’s Confidential Information. Notwithstanding the foregoing, (i) in respect of physical embodiments of information, Moderna will be permitted to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, and (ii) in respect of any information stored electronically or in other non-physical media, it will be sufficient for Moderna to procure that access to such information is restricted to non-commercial archiving purposes only; (c) except to the extent AstraZeneca has rights to continue to Exploit Product Candidates, Option Product Candidates or Products pursuant to the Transaction Agreements, all documents relating solely to or necessary to Exploit Discontinued Product Candidates, as such items exist as of the effective date of such termination, will be assigned to Moderna, and AstraZeneca will provide to Moderna one (1) copy of the foregoing; and (d) except as otherwise necessary to continue exercising any ongoing licenses under the Transaction Agreements, the Parties will return (or destroy or erase, as directed by the other Party) all data, files, records and other materials containing or comprising the other Party’s Confidential Information. Notwithstanding the foregoing, (i) in respect of physical embodiments of information, the Parties will be permitted to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, and (ii) in respect of any information stored electronically or in other non-physical media, it will be sufficient for such Party to procure that access to such information is restricted to non-commercial archiving purposes only. In the event that Moderna terminates this Agreement with respect to a particular Research Polypeptide or Development Polypeptide pursuant to Section 9.2, the provisions of this Section 9.5 will apply only with respect to such Research Polypeptide or Development Polypeptide.

Effects of Termination or Expiration. Upon 10.3.1. Termination or expiration of this Agreement for any reason shall not extinguish any existing claims either of the Parties may have for indemnification pursuant to the terms and conditions of this Agreement, and shall not preclude either of the Parties from pursuing any claim for indemnification such Party otherwise may have pursuant to the terms and conditions of this Agreement to the extent that the circumstances giving rise to such claim arose prior to, on or after the date of termination or expiration of this Agreement. Furthermore, the termination or expiration this Agreement shall have no effect on a Party’s obligation to make any payment accruing prior to the date of termination or expiration. 10.3.2. In the event of termination or expiration of this Agreement for any reason: (a) , the Services Program will terminate and any Research Polypeptides will become Discontinued Polypeptides (and Collaboration mRNA Constructs with respect thereto will become Discontinued Product Candidates); provided, for clarity, that, AstraZeneca will retain its rights and obligations under the A&R Option Agreement to any Optioned Product Candidates (and associated Subject Constructs and Products) at the time of such termination unless AstraZeneca is in breach of the A&R Option Agreement with respect to such Optioned Product Candidates (and associated Subject Constructs and Products) and the provisions of this Agreement relevant to the Parties’ on-going activities with respect to such and Optioned Product Candidates (and associated Subject Constructs and Products)including Article 4 and Exhibit A-1 shall continue to apply; (b) Moderna will return (or destroy or erase, as directed payments already made by AstraZeneca) all data, files, records and other materials containing or comprising AstraZeneca’s Confidential Information. Notwithstanding the foregoing, (i) in respect of physical embodiments of information, Moderna will be permitted to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, and (ii) in respect of any information stored electronically or in other non-physical media, it will be sufficient for Moderna to procure that access to such information is restricted to non-commercial archiving purposes only; (c) except to the extent AstraZeneca has rights to continue to Exploit Product Candidates, Option Product Candidates or Products pursuant to the Transaction Agreements, all documents relating solely to or necessary to Exploit Discontinued Product Candidates, as such items exist MTPC as of the effective date of termination shall be retained by Viela, provided, that this Section 10.3.2 will not limit any rights or remedies MTPC may have at law or equity under this Agreement. 10.3.3. Subject to any arrangements agreed upon in writing between the Parties to facilitate MTPC’s sell-off right pursuant to Section 10.3.5, in the event that Viela does not exercise its right to purchase MTPC’s remaining stocks of Product, upon expiration or termination of this Agreement for any reason, all rights granted hereunder to MTPC shall be terminated with respect to the terminated Product(s) (each, a “Terminated Product”) and the terminated country(ies) within the Territory (each, a “Terminated Country”), such terminationrights to the Terminated Products in the Terminated Countries shall revert to Viela, will and, to the extent required or permitted by Applicable Laws, all information, copyrights, permits, licenses, contracts, documentation, Regulatory Approvals, customer lists and other information and materials specifically and directly related to the Terminated Products in the Terminated Countries shall be assigned transferred to ModernaViela. Solely with respect to such Terminated Products in such Terminated Countries, and AstraZeneca will provide to Moderna one MTPC shall promptly: (1a) copy cease any use and/or exploitation of the foregoing; andRegulatory Approvals with respect to the Terminated Products in the Terminated Countries; (b) assign all and every lawfully assignable official title, or certificate or equivalent document concerning the Regulatory Approvals with respect to the Terminated Products in the Terminated Countries to Viela or to Viela’s nominee; (c) cease any use of the Product Trademarks and Viela IP with respect to the Terminated Products in the Terminated Countries and not hold itself out as a distributor of the Terminated Products in the Terminated Countries; (d) cease using (i) any and all Confidential Information of Viela relating solely to the Terminated Products in the Terminated Countries, (ii) any and all correspondence and exchanges with any Regulatory Authority with respect to the Terminated Products in the Terminated Countries, and (iii) pharmacovigilance and/or regulatory files and documentation relating to the Terminated Products in the Terminated Countries, and return or deliver all such materials set forth in (i)-(iii) to Viela without retaining copies, notes, summaries or translations thereof (except as otherwise necessary expressly required by Applicable Law or to monitor MTPC’s compliance with the terms of this Agreement); (e) cease Developing, Final Manufacturing and Commercializing the Terminated Products in the Terminated Countries; (f) assign to Viela all right, title and interest in and to the marketing, medical affairs, and sales materials for the Terminated Products in the Terminated Countries; (g) comply with all other post-expiration and/or post-termination obligations provided in this Agreement; (h) cooperate with all reasonable requests of Viela relating to the transition of activities relating to Product to Viela or its designee; (i) upon Viela’s request, terminating, assigning or amending as appropriate, any agreements with Third Parties for the Development and/or Commercialization of the Terminated Products in any Terminated Country, including any Sublicenses; provided that, to the extent that any such agreement with a service provider is not assignable to Viela or its designee, then MTPC shall reasonably cooperate with Viela to arrange to continue exercising to and provide such services from such entity for a reasonable period of time; (j) execute any ongoing licenses under documents and take all actions reasonably required by Viela to perfect the Transaction Agreementsforegoing assignments. 10.3.4. MTPC shall not destroy any documentation pertaining to the Product or Viela Compound without the prior written consent of Viela. 10.3.5. Upon the expiration or termination of this Agreement, Viela shall have the right but not the obligation to purchase all or a part of MTPC’s remaining stocks of the Product at the prices paid by MTPC to Viela for such stocks. In case Viela elects not to purchase such remaining stocks, if permitted by applicable Regulatory Authorities, MTPC shall have the right to sell such stock for an additional [***] following termination, or any such other period of time agreed upon by the Parties (the “Sell-Off Period”). In such event, to the extent that the consent or approval of any Regulatory Authority is required for MTPC’s lawful sell-off of its remaining stocks during the Sell-Off Period, the Parties will return shall use good-faith efforts to obtain such consent or approval. If, during the Sell-Off Period, Viela is the holder of the Marketing Authorization for the Product in any country in the Territory, the Parties shall use good-faith efforts to negotiate a distribution agreement if necessary to allow MTPC to exercise its sell-off right during the Sell-Off Period in the country in question. The Sell-Off Period shall not be deemed to extend the Term, but all provisions of this Agreement applicable to the lawful Commercialization of Product in the Territory, and the Quality Agreements and the Pharmacovigilance Agreement, shall continue to apply with respect to MTPC’s Commercialization of Product during the Sell-Off Period. 10.3.6. If at the time of such termination, any Clinical Trials for the Products are being conducted by or on behalf of MTPC, then, at Viela’s election on a Clinical Trial-by-Clinical Trial basis: MTPC shall, and shall cause its Affiliates and Sublicensees to, (a) continue to conduct such Clinical Trial for a reasonable period of time after the effective date of such termination at Viela’s cost, and after such period, to fully cooperate with Viela to transfer the conduct of all such Clinical Trial to Viela or destroy its designee; or erase(b) continue to conduct such Clinical Trials in the name of Viela, at Viela’s cost, for so long as directed by necessary to enable such transfer to be completed without interruption of any such Clinical Trials. 10.3.7. Upon expiration or termination of this Agreement, however arising, neither Party shall be entitled to any compensation or fee as a result of such termination. Following such expiration or termination, neither Party shall have obligations to compensate the other Party) all dataParty for helping to build or maintain the market for Products or for its expectations that it shall continue to enjoy the benefits of its position in accordance with this Agreement. In no case shall any provision of Applicable Laws entitle either Party to notice of termination in excess of that to which it is entitled in accordance with the explicit provisions of this Agreement or to compensation in lieu of such notice. Neither Party shall have no right to any compensation or damages for loss of goodwill in the event of any expiration or termination of this Agreement. The Parties agree that the financial terms set forth in this Agreement were determined on the basis of their mutual understanding that MTPC is not a commercial agent as that term is defined in Applicable Laws and such law does not apply to their relationship. 10.3.8. In the event MTPC terminates this Agreement due to a material breach of this Agreement by Viela, fileswhich shall include but not limited to any violation of Article 8, records the licenses, rights and other materials containing or comprising obligations, including right to sublicense granted by Viela to MTPC and that granted by MTPC to Viela, if any, shall terminate and MTPC will have the other Party’s Confidential Informationright to seek damages. Notwithstanding Section 10.3.2 and Article 5, MTPC’s payment of the foregoingUpfront Payment and Milestone Payments may be considered in the calculation of such damages. Alternatively, MTPC may elect to (i) in respect of physical embodiments of information, the Parties will be permitted waive its right to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, terminate this Agreement and (ii) seek damages, or, upon agreement by Viela, amend this Agreement in respect lieu of any information stored electronically or in other non-physical media, it will be sufficient for such Party to procure that access to such information is restricted to non-commercial archiving purposes only. In the event that Moderna terminates this Agreement with respect to a particular Research Polypeptide or Development Polypeptide pursuant to Section 9.2, the provisions of this Section 9.5 will apply only with respect to such Research Polypeptide or Development Polypeptidedamages.