License Survival. The licenses granted to EPIZYME pursuant to Sections 5.2.3(b) and 5.2.5 shall, with respect to such Terminated Product(s) and Terminated Target(s) in the Terminated Country(ies) (i) become perpetual, irrevocable and fully paid-up, (ii) solely with respect to the licenses granted to EPIZYME pursuant to Section 5.2.5 and in the event this Agreement is terminated with respect to one or more Selected Target(s) (but not in its entirety) and a Phase 1 Clinical Trial for such Terminated Product(s) has been Initiated, shall be expanded to include CELGENE IP that is not Chemistry IP (for such purpose substituting “CELGENE IP” for “CELGENE Collaboration IP” in Section 5.2.5(a)) to the extent existing as of, and licensed and used at, the time of termination, (iii) be solely under the applicable CELGENE IP and CELGENE’s interest in the Joint Collaboration IP (if applicable), in each case existing as of, and to the extent licensed and used at, the time of termination, and (iv) survive any such termination.
License Survival. The licenses granted to CELGENE pursuant to Sections 5.1.2 and 5.1.3, and the licenses granted to EPIZYME pursuant to Sections 5.2.2 through 5.2.4 inclusive (but excluding Section 5.2.3(b)), shall, with respect to such Selected Target(s) and Licensed Compounds and Licensed Products Directed to such Selected Target(s), (i) become irrevocable and non-terminable (except as provided in Section 12.6.3 if, as applicable, CELGENE engages in a CELGENE Patent Challenge or EPIZYME engages in an EPIZYME Patent Challenge); (ii) solely be under the applicable EPIZYME IP and EPIZYME’s interest in the Joint Collaboration IP (if applicable) or the applicable CELGENE IP and CELGENE’s interest in the Joint Collaboration IP (if applicable), respectively, in each case existing as of, and to the extent licensed and used at, the time of termination, and (iii) survive any such termination. For purposes of clarity, any Selected Target that is the subject of such termination shall not be deemed a Terminated Target by virtue of CELGENE exercising its termination right under Section 12.3 or 12.5.
License Survival. In the event of any termination of the Amended and Restated Lonza-MEE Agreement, where such termination has not been caused by any action or inaction on the part of TDTx, or any of its Affiliates or Sublicensees in connection with their sublicensing the Licensed Intellectual Property, such termination of the Amended and Restated Lonza-MEE Agreement resulting in the termination of this Agreement shall be without prejudice to the rights of TDTx, and MEE shall, if requested by TDTx, enter into a license agreement directly with TDTx (the “Replacement License Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***]. TDTx is named as a Third Party beneficiary of Section 8.8 of the Amended and Restated Lonza-MEE Agreement with the right to enforce it directly against MEE.
License Survival. In the event of any termination of the Lonza-MEE Agreement, where such termination has not been caused by any action or inaction on the part of Akouos, or Affiliates or Sublicensees in connection with their sublicensing the Licensed Intellectual Property, such termination of this Agreement shall be without prejudice to the rights of Akouos, and MEE shall, if requested by Akouos, enter into a license agreement directly with Akouos (the “Replacement License Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that (a) the Replacement License Agreement shall provide that in no event shall Akouos be liable to MEE for any actual or alleged default by Lonza of the Lonza-MEE Agreement, (b) the scope and territory of the license grant under the Replacement License Agreement shall be the same as that granted by Lonza to Akouos under this Agreement, (c) the financial terms of any Replacement License Agreement shall be such that MEE shall receive the same consideration that MEE would have received under this Agreement had it not been terminated, and (d) MEE shall not have any obligations under the Replacement License Agreement that are greater than or inconsistent with the obligations of MEE under the Lonza-MEE Agreement. Akouos is named as a Third Party beneficiary of Section 8.8 of the Lonza-MEE Agreement with the right to enforce it directly against MEE.
License Survival. Once the Royalty Term shall expire, RedHill shall, provided that the Agreement has not been terminated by Egalet under Section 14.2.1 or by RedHill under Section 14.2.2, be entitled to continue to manufacture and/or sell the Product throughout the world without having to pay Royalties or Sublicense Royalty Fees or any other amounts of whatsoever nature to Egalet in respect of such activities subsequent to such date. This Section 14.3.6 shall survive termination or expiration of this Agreement.
License Survival. Once the Royalty Term shall expire, RedHill shall, provided that the Agreement has not been terminated by SCOLR under Section 14.2.1 or by RedHill under Section 14.2.2, be entitled to continue to manufacture and/or sell the Product throughout the world without having to pay Royalties or any other amounts of whatsoever nature to SCOLR in respect of such activities subsequent to such date. This Section 14.3.6 shall survive termination or expiration of this Agreement.
License Survival. In the event of termination of this Agreement or any of the licenses granted under this Agreement by one party ("the Terminating PARTY") pursuant to Section 4.2.1.2, the licenses granted by the defaulting PARTY and its respective ENTITIES to the Terminating PARTY and its respective ENTITIES hereunder shall survive until December 31, 2007.
License Survival. Upon any expiration of this Agreement under Section 9.1 (but not earlier termination), the licenses granted to Licensee under Sections 2.1, 2.2 and 2.3 shall become fully paid-up and perpetual, on a country-by-country basis or with respect to the Licensed Territory, as applicable.
License Survival. The licenses granted in Subsection 5.1 shall survive and continue through any bankruptcy proceeding involving Company, subject to E&S obligations pursuant to Section 8. Termination or expiration of this Agreement shall have no effect on the licenses then existing between E&S and its sublicensees. Company and E&S agree that in the event a proceeding is commenced by or against Company under the United States Bankruptcy Code (the "Code"), Section 365(n) of the Code will be applicable to this Agreement and that, for purposes of applying Section 365(n), this Agreement is an "executory contract," all rights and licenses granted to E&S under or pursuant to this Agreement are, and shall otherwise be deemed to be, licenses to rights of "intellectual property," Company is a "licensor of a right to intellectual property," as those terms are defined and used in the Code, and that the "Escrow Agreement" attached as Exhibit E and executed by Company in connection herewith constitutes "agreements supplementary" to this Agreement and E&S' license of Software Programs, as that term is used in the Code. If Company is under any proceeding under the United States Bankruptcy Code (the "Code") and the trustee in bankruptcy of Company, or Company, as a debtor in possession, rightfully elects to reject this Agreement or the Escrow Agreement, E&S may, pursuant to 11 U.S.C. Sections 365(n)(1) and (2), retain any and all of E&S' rights hereunder and thereunder, to the maximum extent permitted by law, subject to the payments specified herein and the conditions specified therein.
License Survival. The provisions of subsections III B and IV A-D, including, without limitation, the licenses and sublicenses therein, shall survive the expiration or earlier termination of this Agreement only with respect to Product in 3M's inventory on the date of termination or expiration of the Agreement and for Product sold prior to such date.
