Common use of Effects of Termination or Expiration Clause in Contracts

Effects of Termination or Expiration. In the event of termination or expiration of this Supply Agreement, the following provisions shall apply: (a) All Purchase Orders of the Products not yet manufactured shall automatically be deemed cancelled, and Manufacturer shall have no further obligation to supply Purchaser with such Products. (b) Purchaser shall be obligated to purchase (i) all Products manufactured or in the process of being manufactured and covered by the Binding Period and (ii) any and all Inventory that exists on the effective date of termination and for which Manufacturer has no other use and cannot be used by Manufacturer. Purchaser will purchase such Inventory from Manufacturer at a price equal to a cost plus basis of such Inventory. Once purchased, Purchaser may request Manufacturer to destroy Inventory which cannot be used by Manufacturer; in this case, Manufacturer shall destroy the Inventory and Purchaser shall bear the out-of-pocket destruction costs. (c) Any expiration or termination of this Supply Agreement shall not release the Parties from liabilities or obligations accrued on or prior to the date of expiration or termination. The following provisions shall survive termination or expiration of this Supply Agreement indefinitely or for such shorter period as is provided in such Sections, along with any other provisions of this Supply Agreement that are necessary to interpret or give effect to any of the following provisions: Sections 3.9 (Conflicts), 4.1 (Transfer of Manufacturing Equipment), 4.2 (Technology Transfer and Manufacturing Transition) (but only until the completion of the Technology Transfer, provided that Manufacturer’s obligation to provide reasonable support under Section 4.2(b) shall terminate upon the earlier of the completion of the Technology Transfer or six (6) months after the effective date of expiration or termination of this Supply Agreement), 4.3 (Post-Transfer Supply Agreement), 7 (Termination), 9.3 (Records), 9.4 (Inspection by Manufacturer), 10.1 (Quality Agreement), 10.4 (Corrective Action), 10.5 (Product Complaints), 10.6 (Liability for Corrective Actions) and 10.7 (Regulatory Inspections); and Articles 14 (Confidential Information), 15 (Public Announcements), 17 (Indemnification), 18 (Dispute Resolution) and 19 (Miscellaneous).

Effects of Termination or Expiration. In the event of termination or expiration of this Supply Agreement, the following provisions shall apply: (a) All Purchase Orders of the Products not yet manufactured shall automatically be deemed cancelled, and Manufacturer shall have no further obligation to supply Purchaser with such Products. (b) Purchaser shall be obligated to purchase (i) all Products manufactured or in the process of being manufactured and covered by the Binding Period and (ii) any and all Inventory that exists on the effective date of termination and for which Manufacturer has no other use and cannot be used by Manufacturer. Purchaser will purchase such Inventory from Manufacturer at a price equal to a cost plus basis of such Inventory. Once purchased, Purchaser may request Manufacturer to destroy Inventory which cannot be used by Manufacturer; in this case, Manufacturer shall destroy the Inventory and Purchaser shall bear the out-of-pocket destruction costs. (c) Any expiration or termination of this Supply Agreement shall not release the Parties from liabilities or obligations accrued on or prior to the date of expiration or termination. The following provisions shall survive termination or expiration of this Supply Agreement indefinitely or for Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. such shorter period as is provided in such Sections, along with any other provisions of this Supply Agreement that are necessary to interpret or give effect to any of the following provisions: Sections 3.9 (Conflicts), 4.1 (Transfer of Manufacturing Equipment), 4.2 (Technology Transfer and Manufacturing Transition) (but only until the completion of the Technology Transfer, provided that Manufacturer’s obligation to provide reasonable support under Section 4.2(b) shall terminate upon the earlier of the completion of the Technology Transfer or six (6) months after the effective date of expiration or termination of this Supply Agreement), 4.3 (Post-Transfer Supply Agreement), 7 (Termination), 9.3 (Records), 9.4 (Inspection by Manufacturer), 10.1 (Quality Agreement), 10.4 (Corrective Action), 10.5 (Product Complaints), 10.6 (Liability for Corrective Actions) and 10.7 (Regulatory Inspections); and Articles 14 (Confidential Information), 15 (Public Announcements), 17 (Indemnification), 18 (Dispute Resolution) and 19 (Miscellaneous).

Effects of Termination or Expiration. (a) In the event this Agreement is terminated for any reason the License granted herein shall terminate concurrently, and Prism agrees that it may no longer practice any of the Patents or manufacture, use, sell, offer for sale or import any Licensed Products. Termination of this Agreement shall presumptively result automatically in termination of all sublicense agreements, and Prism shall be responsible for enforcing termination of sublicense agreements. Notwithstanding the foregoing, CBI shall have the option, in its sole discretion, to elect by prompt written notice to Prism and the effected sublicensee prior to the effective date of termination that applicable sublicense agreements shall remain in force and that CBI shall succeed to all of the contractual rights and obligations of Prism. (b) Upon termination or expiration, each Party shall return to the other all of the other’s Confidential Information that is capable of being returned, and destroy, in a manner that prevents undeletion, Confidential Information that is not capable of being transported. Except as otherwise provided herein, neither Party may use the other’s Confidential Information after termination or expiration of this Agreement. Notwithstanding anything to the contrary, Prism may retain and use original Confidential Information to the extent that it relates to or is connected with any intellectual property owned by Prism. (c) In the event of termination or expiration of this Supply Agreement, the following provisions shall apply: (a) All Purchase Orders Agreement other than because of the Products not yet manufactured breach of CBI, upon such termination Prism shall automatically be deemed cancelleddeliver and assign to CBI all data collected, test results, regulatory filings and Manufacturer shall have no further obligation approvals and all other work product created by or for it, after the Effective Date and prior to supply Purchaser the effective date of termination, in connection with such the design, development, or regulatory approval of the Licensed Products. (bd) Purchaser Neither termination nor expiration of this Agreement shall be obligated relieve Prism or its sublicensees from their obligations to purchase (i) all Products manufactured make payments then due under this Agreement or in the process of being manufactured and covered by the Binding Period and (ii) any and all Inventory that exists on the effective date of termination and for which Manufacturer has no other use and cannot be used by Manufacturer. Purchaser will purchase such Inventory from Manufacturer at a price equal to a cost plus basis of such Inventory. Once purchased, Purchaser may request Manufacturer to destroy Inventory which cannot be used by Manufacturer; in this case, Manufacturer shall destroy the Inventory and Purchaser shall bear the out-of-pocket destruction costsunder applicable sublicense agreements. (ce) Any expiration or termination Provisions of this Supply Agreement shall not release the Parties from liabilities or obligations accrued on or prior to the date of expiration or termination. The following provisions shall that, by their nature, survive its termination or expiration of this Supply Agreement indefinitely or for such shorter period as is provided in such Sectionsshall so survive, along with any other provisions of this Supply Agreement that are necessary to interpret or give effect to any of the following provisions: including without limitation Sections 3.9 1 (ConflictsDefinitions), 4.1 10 (Transfer of Manufacturing EquipmentFees and Royalties, to the extent still due upon termination or expiration), 4.2 11.6 (Technology Transfer and Manufacturing Transition) (but only until the completion Effects of the Technology Transfer, provided that Manufacturer’s obligation to provide reasonable support under Section 4.2(b) shall terminate upon the earlier of the completion of the Technology Transfer Termination or six (6) months after the effective date of expiration or termination of this Supply AgreementExpiration), 4.3 12.3 (Post-Transfer Supply AgreementWarranty Disclaimers), 7 13 (TerminationLimitations), 9.3 14 (RecordsConfidentiality), 9.4 15.1-15.2 (Inspection by ManufacturerIndemnity), 10.1 (Quality Agreement), 10.4 (Corrective Action), 10.5 (Product Complaints), 10.6 (Liability for Corrective Actions) and 10.7 (Regulatory Inspections); and Articles 14 (Confidential Information), 15 (Public Announcements), 17 (Indemnification), 18 (Dispute Resolution) and 19 (MiscellaneousMiscellaneous Terms).