Expiration; Termination; Consequences. (a) Upon expiration or termination of this Agreement, whichever is sooner (but in the case of termination, only if directed by the terminating Party in the notice of termination), Supplier shall Manufacture and ship, and Company shall purchase in accordance with the provisions hereof, any and all amounts of Products subject to Purchase Orders submitted pursuant to this Agreement prior to the date on which such notice is given; provided that, upon termination due to withdrawal of all Finished Product(s) for a specific Product as described above, Company shall no longer be obligated to such Purchase Orders and shall have no obligation to purchase any further amounts of the applicable Product from Supplier or to comply with the purchase requirement pursuant to Section 3.2 hereof. (b) Any expiration or termination of this Agreement does not release the Parties from liabilities or obligations accrued as of the date thereof. The obligations undertaken by each Party under with respect to Indemnification; Limitations of Liability and Claims, Confidentiality (for the period provided therein), Reservation of Rights, Notices and Dispute Resolution survive termination and/or expiration of this Agreement.

Expiration; Termination; Consequences. 7.7.1 Zavante will pay the Indemnification Payment set forth in Annex 5 in the event that ERN terminates this Agreement in accordance with Section 7.3 for an uncured breach by Zavante of its obligations: (a) to notify ERN of the approval of the NDA in accordance with Section 5.1(a) or the date of First Commercial Sale in accordance with Section 5.1(b); (b) to provide to ERN in accordance with the provisions of Section 5.2: (i) a copy of purchase orders issued to Ercros, (ii) [**] summarizing the number of vials sold during each [**], or (iii) copies of reports from third party logistics providers showing the number of vials sold by such provider during each [**]; or (c) to pay the ERN Knowledge Price in accordance with Section 5.2. Payment of the Indemnification Payment will be Zavante’s sole liability and ERN’s exclusive remedy for any such breach by Zavante, and Zavante shall not be required to pay the Indemnification Payment if this Agreement expires or is terminated for any reason other than those set forth in subsections (a), (b) or (c) of this Section 7.7.1. 7.7.2 Upon termination of this Agreement prior to the expiration date by Zavante in accordance with Sections 7.3, 7.4 or 7.5.2, the licenses granted to Zavante under Sections 10.1, 10.3 and 10.7 shall become perpetual and irrevocable. 7.7.3 Upon termination of this Agreement prior to the expiration date by ERN in accordance with Sections 7.3 or 7.4, the license granted to Zavante under Sections 10.1, 10.3 and 10.7, shall become non-exclusive. 7.7.4 Upon expiration or termination of this Agreement, the obligations of confidentiality and restrictions on use of Confidential Information under Article 14 hereof shall survive for the period provided therein.

Expiration; Termination; Consequences. Upon expiration or termination of this Agreement, whichever is sooner (but in the case of termination, only if directed by the terminating Party in the notice of termination), DSM shall manufacture and ship, and Barrier shall purchase in accordance with the provisions hereof, any and all amounts of Product ordered by Barrier hereunder prior to the date on which such notice is given; and DSM shall return to Barrier all unused Active Pharmaceutical Ingredients in DSM’s possession which have been provided by Barrier hereunder. In addition, upon expiration or termination of this Agreement, whichever is sooner, at Barrier’s option, (i) the Parties shall promptly agree on a procedure which allows Barrier to possess any equipment located at DSM’s facility that is owned by Barrier (with Barrier paying all reasonable costs to access and remove such equipment, including DSM’s facility restoration costs), or (ii) DSM shall purchase such equipment from Barrier by paying Barrier the depreciated (calculated on a straight-line basis) book value thereof. 11.5.1 In addition, upon expiration or termination of this Agreement, at DSM’s option, Barrier shall purchase from DSM (i) at DSM’s Acquisition Cost, all Active Pharmaceutical Ingredients, Excipients and other materials acquired by DSM hereunder, (ii) all work-in-progress for the Product at *** and (iii) all other finished Product then in DSM’s possession; and (iv) Barrier shall compensate DSM for all other uncancellable commitments made by DSM to satisfy existing purchase orders. Notwithstanding the foregoing, if any cancellation penalty amount is less than an actual expense for such commitment (including restocking fees for returnable materials), Barrier shall be required to reimburse DSM solely for the amount of the cancellation penalty rather than for the applicable expense. 11.5.2 Upon expiration or termination of this Agreement, the obligations of: (i) confidentiality; (ii) restrictions on use of Confidential Information; (iii) indemnification; and (iv) warranties and obligations with respect to product quality set forth in this Agreement and the Quality Agreement shall survive such expiration or termination.

Expiration; Termination; Consequences. (a) Upon expiration or termination of this Agreement, whichever is sooner, ([***]), POZEN shall use commercially reasonable efforts to [***], and Nycomed shall purchase in accordance with the provisions hereof, any and all amounts of Product ordered by Nycomed hereunder prior to the date on which such notice is given. (b) Upon termination of this Agreement due to the expiration or termination of the DSM Supply Agreement, Nycomed shall reimburse POZEN for [***] any amounts payable by POZEN to DSM due to obligations under the DSM Supply Agreement for: (i) [***], (ii) [***], (iii) [***], and (iv) other reasonable commitments. All costs listed under the foregoing (i) through (iv) are payable only to the extent that they are reasonably made [***]. (c) Upon any expiration or termination of this Agreement, other than termination by Nycomed pursuant to Section 13.3 or 13.4 hereof or termination due to the expiration or termination of the Supply Agreement, Nycomed shall reimburse POZEN for any amounts paid by POZEN to DSM under the Supply Agreement for: (i) [***], (ii) [***] (iii) [***] (iv) all other reasonable commitments that cannot be cancelled and that were made [***], and (v) any and all [***]. (d) Upon any expiration or termination of this Agreement, the obligations set forth in the following provisions of this Agreement shall survive, together with any definitions used or Exhibits referenced therein: Sections 4.3, 5.1, 5.2, and 13.6, and Articles 12, 15, 16, 20 and 21.

Expiration; Termination; Consequences. Upon termination of this Agreement upon notice by either party prior to the expiration date, DSM shall manufacture and ship, and AMAG shall purchase in accordance with the provisions hereof, any and all quantities of Product ordered by AMAG hereunder prior to the date on which such notice is given; and DSM shall return to AMAG (at a place and time communicated by AMAG) all unused Active Pharmaceutical Ingredients in DSM’s possession which have been provided by AMAG hereunder. In addition, upon expiration or termination of this Agreement, DSM shall promptly return the AMAG Equipment to AMAG in accordance with AMAG’s instructions and at AMAG’s expense (including the direct and reasonable costs to access and remove such AMAG Equipment and the direct and reasonable costs to restore the portion of the Facility containing such removed equipment to its prior condition, normal wear and tear excluded). Further upon termination or expiration of this Agreement, each party shall return or destroy the other party’s Confidential Information in accordance with Section 14.5 hereof.

Expiration; Termination; Consequences. (a) Upon expiration or termination of this Agreement, whichever is sooner, (but in the case of termination, only if directed by the terminating Party in the notice of termination), Catalytica shall manufacture and ship, and Customer shall purchase in accordance with the provisions hereof, any and all amounts of Product ordered by Customer hereunder prior to the date on which such notice is given. (b) In addition, upon expiration or termination of this Agreement, other than termination by Customer pursuant to Section 12.3 or 12.4 hereof, (i) at Catalytica's option, Customer shall purchase from Catalytica at Catalytica's Acquisition Cost all materials acquired by Catalytica hereunder in the ordinary course of business prior to the date of expiration of the Agreement or on which notice of termination is given for the manufacture of Product, provided that such materials are not then-currently usable by Catalytica or cannot be returned for a full refund to supplier(s) or a partial refund to supplier(s) with Customer paying the balance due to Catalytica, (ii) at Catalytica's option, Customer shall purchase from Catalytica all work-in-progress for the Product at Catalytica's cost, (iii) at Catalytica's option, Customer shall purchase all other finished Product then in Catalytica's possession, (iv) Customer shall compensate

Expiration; Termination; Consequences. Upon termination of this Agreement upon notice by either party prior to the expiration date, (except in the case of material breach by DSM) DSM shall manufacture and ship, and Discovery Labs shall purchase in accordance with the provisions hereof, any and all quantities of Product ordered by Discovery Labs via Purchase Order hereunder prior to the date on which such notice is effective (or Discovery Labs may elect to otherwise pay for such quantities without requiring DSM to manufacture and ship such quantities); and DSM shall return to Discovery Labs all unused Active Pharmaceutical Ingredients in DSM’s possession which have been provided by Discovery Labs hereunder. In addition, upon expiration or termination of this Agreement, (i) the Parties shall promptly agree on a procedure which allows Discovery Labs to possess any equipment located at DSM’s facility that is owned by Discovery Labs (with Discovery Labs paying all reasonable costs to access and remove such equipment, including DSM’s facility restoration costs), or, if the parties so agree, (ii) DSM shall purchase such equipment from Discovery Labs by paying Discovery Labs the book value thereof as depreciated on a straight-line basis based on average years of usable life.

Expiration; Termination; Consequences. (i) Upon termination of this Agreement, SMBI shall manufacture and deliver, and NuVim shall purchase in accordance with the provisions hereof, any and all amounts of Product ordered by NuVim pursuant to a purchase order prior to such termination date. In addition, upon termination of this Agreement, NuVim shall have the right to sell its remaining inventory of Products, or, if so directed by SMBI, shall forthwith deliver to SMBI (or dispose of as directed by SMBI), Products and any other property covered under this Agreement and which NuVim may have in its possession or under its control. Any Products NuVim is not permitted by SMBI to sell shall be repurchased by SMBI at NuVim’s original purchase price therefor, plus the direct cost of charges incurred by NuVim in any such return. (ii) Articles 5, 7, 8 and Sections 11.1 through 11.9 of this Agreement shall survive termination of this Agreement. (iii) Expiration or termination of this Agreement shall not relieve the parties of any obligations accruing prior to the effective date thereof.

Expiration; Termination; Consequences Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses