Common use of Obligations and Rights Upon Termination Clause in Contracts

Obligations and Rights Upon Termination. a. Upon termination of this Agreement for any reason, Licensee shall: i. promptly return to Licensor all technical writings, business writings, materials, samples, data, drafts, proposals, sales information, business information and all other materials transferred and created during the term of this Agreement, retaining a confidential copy of this Agreement (and such materials shall be returned on an "AS-IS" basis without any representation or warranty as to the accuracy or usefulness thereof); ii. immediately stop all business, sales, marketing, publication, public disclosure, research and development on technology within the Patent Rights; iii. immediately terminate or assign to Licensor on an "AS-IS" basis without any representation or warranty all of Licensee’s right, title and interest in, to or under any agreements pursuant to which a third party is given rights relating to Licensed Products, the Licensed Processes or Patent Rights and Sublicense Agreements; and iv. notwithstanding anything to the contrary contained elsewhere in this Agreement, have the right during the ninety (90) day period following termination of this Agreement to sell all remaining inventory owned or controlled by Licensee associated with the Intellectual Property in accordance with the terms of this Agreement as if this Agreement had not been terminated, with all proceeds thereof being deemed Net Sales Revenue and with Licensor being entitled to a Royalty fee therein in accordance with the terms of this Agreement. b. Upon termination of this Agreement, Licensor shall have no obligation to refund any payment or fee made to it or received by it under any provision of this Agreement, regardless of purpose.

Obligations and Rights Upon Termination. a. Upon termination of this Agreement for any reason, Licensee shall: i. promptly Promptly return to Licensor all technical writings, business writings, materials, samples, data, drafts, proposals, sales information, business information and all other materials transferred and created during the term of this Agreement, retaining a confidential copy of this Agreement (and such materials shall be returned on an "“AS-IS" ” basis without any representation or warranty as to the accuracy or usefulness thereof); ii. immediately Immediately stop all business, sales, marketing, publication, public disclosure, research and development on technology within the Patent Rights; iii. immediately Immediately terminate or assign to Licensor on an "“AS-IS" ” basis without any representation or warranty all of Licensee’s right, title and interest in, to or under any agreements pursuant to which a third party is given rights relating to Licensed Products, the Licensed Processes or Patent Rights and Sublicense Agreements; and, iv. notwithstanding Notwithstanding anything to the contrary contained elsewhere in this Agreement, have the right during the ninety (90) day period following termination of this Agreement to sell all remaining inventory owned or controlled by Licensee associated with the Intellectual Property in accordance with the terms of this Agreement as if this Agreement had not been terminated, with all proceeds thereof being deemed Net Sales Revenue and with Licensor being entitled to a Royalty fee therein in accordance with the terms of this Agreement. b. Upon termination of this Agreement, Licensor shall have no obligation to refund any payment or fee made to it or received by it under any provision of this Agreement, regardless of purpose.

Obligations and Rights Upon Termination. a. Upon termination of this Agreement for any reason, Licensee shall: i. Use commercially reasonable efforts to promptly return to Licensor all technical writings, business writings, materials, samples, data, drafts, proposals, sales information, business information and all other materials transferred and created during the term Term of this Agreement, retaining a confidential copy of this Agreement (and such materials shall be returned on an "“AS-IS" ” basis without any representation or warranty as to the accuracy or usefulness thereof); ii. immediately Immediately stop all business, sales, marketing, publication, public disclosure, research and development on technology within the Patent Rightsclaims of the then-valid Patents; iii. immediately terminate or assign Notwithstanding anything to Licensor on an "ASthe contrary contained elsewhere in this Agreement, have the right to continue any then-IS" basis without any representation or warranty all of Licensee’s right, title and interest in, to or under any current customer agreements pursuant to which a third party is given rights relating to Licensed Products, the Licensed Processes or Patent Rights and Sublicense AgreementsAgreements associated with the Intellectual Property for the remaining terms of such agreements in accordance with the terms of this Agreement as if this Agreement had not been terminated, with all proceeds thereof being deemed either Net Sales Revenue and with Licensor being entitled to a Royalty fee therein or Sublicensing Fees, as applicable, in accordance with the terms of this Agreement; and, iv. notwithstanding Notwithstanding anything to the contrary contained elsewhere in this Agreement, have the right during the ninety (90) day period following termination of this Agreement to sell enter into customer agreements or Sublicense Agreements for all remaining inventory owned or controlled by Licensee associated with the Intellectual Property in accordance with the terms of this Agreement as if this Agreement had not been terminated, with all proceeds thereof being deemed either Net Sales Revenue and with Licensor being entitled to a Royalty fee therein or Sublicensing Fees, as applicable, in accordance with the terms of this Agreement. b. Upon termination of this Agreement, Licensor shall have no obligation to refund any payment or fee made to it or received by it under any provision of this Agreement, regardless of purposepurpose unless there is a bona fide dispute between with the Parties with respect to such payments or fees.