General Effects of Termination. Upon any termination of this Agreement with respect to a Target Pair, Compound or Product, subject to the rest of this Article 11, (a) all rights and licenses granted by Aarvik pursuant to Section 5.1 and all obligations of the Parties shall immediately terminate with respect to the applicable terminated Target Pair, Compound or Product and/or jurisdiction, as the case may be, and (b) all Collaboration IP with respect to the applicable terminated Target Pair, Compound or Product shall be transferred and assigned by ArriVent to Aarvik, or, in the event this Agreement is terminated only with respect to a particular jurisdiction (but not all jurisdictions) and a Target Pair, Compound or Product, ArriVent shall grant to Aarvik an exclusive, irrevocable, sublicensable, transferrable and fully paid-up right and license to use the Collaboration IP with respect to the applicable terminated Target Pair, Compound or Product in such jurisdiction for any and all purposes. Notwithstanding the foregoing, subsection (b) of this Section 11.5.2 shall not apply in the event ArriVent terminates this Agreement, whether in whole or in part, pursuant to Section 11.3 or Section 11.4.
General Effects of Termination. Upon the termination of this Agreement in its entirety or, if applicable, on a Product-by-Product basis, the following shall apply (in addition to any other rights and obligations under this Agreement with respect to such termination):
General Effects of Termination. In the event of any termination under Section 13.02 or 13.03 whatsoever:
(a) any and all licenses granted under this Agreement shall cease and all rights shall revert to the licensor, subject to Section 14.03 and Section 14.05 below;
(b) each Party shall return to the other Party all Confidential Information it has received, except for one (1) copy which it may keep for documentation purposes only;
(c) such termination shall not affect BOEHRINGER’s rights to further develop and commercialise Compounds and Products including rights under Section 6.03 and Section 6.04 which shall remain in force and undiminished, except that if EVOTEC terminates on account of BOEHRINGER’s material breach then Section 6.03 and Section 6.04 shall not apply; and
(d) such termination shall not affect EVOTEC’s rights to develop and commercialise Compounds and Products as specified in Section 6.01, Section 6.02 and Section 7.04 shall apply accordingly, except that if BOEHRINGER terminates on account of EVOTEC’s material breach, then Section 6.02 and Section 7.04 shall not apply. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.
General Effects of Termination. The termination of this Drug Discovery Services Agreement or any individual Project shall not affect the obligations of either Party in relation to activities which have been rendered or payments made by a Party prior to such termination, including without limitation, Client’s ownership rights to Project IP and Evotec’s obligation to assign all Project IP to Client as further expressed in Section 10 herein. All provisions of this Agreement which must survive in order to give effect to its intent or meaning will survive termination or expiration of this Agreement. The provisions of Section 6 (Confidential Information) shall survive the expiration or termination of this Agreement in accordance with Section 6.7.
General Effects of Termination. Upon termination of this Agreement for any reason, without limiting any other legal or equitable remedies that a Party may have, the following provisions will apply:
General Effects of Termination. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Upon any expiration or termination of this Agreement, the provisions of Sections 1, 6.8.3(c) (to the extent self-limited in duration), 6.8.3(e) (for the duration that Section 6.8.3(c) survives), 7 (other than 7.3), 8, 9, 12.4 and 13 shall survive.
(b) Upon the expiration or termination of this Agreement, each Party shall immediately return or deliver to the other Party all of the other Party’s Confidential Information, as well as any of the other Party’s materials delivered by the other Party; provided however, that each Party shall be permitted to retain and use any Confidential Information of the other Party which is necessary or useful for such Party to exercise its rights under any rights or licenses granted under this Agreement, so long as such grant remains in force and provided, further, that each Party shall retain the right to practice any Joint Collaboration Know-how free of charge, to the extent such practice does not infringe on any Patent Rights transferred to, or otherwise owned by, the other Party.
General Effects of Termination. Termination of Employee's employment under this Agreement shall not affect either party's rights and obligations under Sections 3 (subject to the limitations set forth in this Section 5), 5 and 6 through 17, such rights and obligations shall continue and survive the termination of Employee's employment and this Agreement, for any reason, notwithstanding any breach of this Agreement by Employee or by the Company.
General Effects of Termination. Upon the termination of this Agreement, Clause 1, Clause 3.10 (for the period set forth therein), Clause 4 (with respect to payments that accrued prior to termination of this Agreement and Clause 4.8), Clause 6.5, Clauses 8.1 to Clauses 8.7, Clause 9 (with respect to breaches thereof as of the Effective Date), Clause 9.4, Clause 9.5, Clause 9.6 (for a period of three (3) years after the expiration or termination of this Agreement), this Clause 10, Clause 11 and Clause 12 shall survive and remain in effect. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the termination of this Agreement affect any Party’s obligation to pay any amounts owed to any other Party as of the time of such termination or release either Party of any other obligation or liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination. Except as otherwise expressly provided in this Clause 10 all rights and obligations of the Parties under this Agreement shall terminate upon termination of this Agreement for any reason.
General Effects of Termination. The termination of this Drug Discovery & Development Services Agreement or any individual Project shall not affect the obligations of either Party in relation to activities which have been rendered or payments made by a Party prior to such termination, including without limitation, Novo Nordisk’s ownership rights to Project IP and Aptuit’s obligation to assign all Project IP to Novo Nordisk as further expressed in Section 10.4 herein up to the time of termination. All provisions of this Agreement which must survive in order to give effect to its meaning will survive termination or expiration of this Agreement. The provisions of Section 6 (Confidential Information) shall survive the expiration or termination of this Agreement in accordance with Section 6.7.
General Effects of Termination. Upon expiration or termination of this Agreement for any reason, the following terms and conditions shall apply:
(i) Expiration or termination of this Agreement shall not relieve either party of any obligations that accrued prior to such expiration or termination, including accrued payment obligations. For clarity, Collegium shall not be obligated to make any Minimum Quarterly Payments with respect to any period of time or sales of any Payment-Bearing Product following the effective date of termination and, following receipt or issuance of any notice of termination pursuant to Section 9.2 or Section 9.3, Collegium’s obligation to pay any further Minimum Quarterly Payment(s) (or portion thereof) shall only apply with respect to the period of time between its receipt or issuance of the termination notice and the effective date of termination.
(ii) Except in the case of termination of this Agreement pursuant to Section 9.5 (the effects of which are addressed in Section 9.5), the following provisions shall survive expiration or termination of this Agreement and remain in effect, along with any other provisions to the extent required to interpret and enforce the parties’ rights and obligations under this Agreement: Sections 3.2(e)(iv), 4.5(b), 5.1(a) (solely the last sentence), 7.3(d) (solely with respect to Line Extensions), 7.3(e)(iv) (solely with respect to Line Extensions which are “New Products”), 7.4, 7.6, 9.7 and 10.3 and Articles 1, 12, 13, 15, 16 and 17.
(iii) Expiration or termination of this Agreement shall be without prejudice to (A) any remedies which any party may then or thereafter have hereunder or at law or in equity, (B) a party’s right to receive any payment accrued under the Agreement prior to the termination date but which becomes payable thereafter and (C) either party’s right to obtain performance of any obligations provided for in clause (ii) above which survive termination. Except as expressly set forth herein, the rights to terminate this Agreement as set forth in this Agreement shall be in addition to all other rights and remedies available under this Agreement, at law, in equity or otherwise.
(iv) All licenses, rights, and sublicenses granted by Depomed to Newco pursuant to Section 2.1 and Section 2.2(a) shall automatically terminate and no longer be effective.
(v) Any sublicenses granted by Newco hereunder (including to Collegium and/or its Affiliates) shall automatically terminate and no longer be effective. Certain information in ...
