Common use of Other Effects of Termination Clause in Contracts

Other Effects of Termination. 2.5.1 On termination of this Agreement pursuant to Section 2.2 or Section 2.3, Licensee shall destroy all data, writings, and other documents and tangible materials supplied to Licensee by Licensor in respect of the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How, except that Licensee may retain a copy for its archived legal files. In addition, on such termination, Licensor shall have the option for [*** Confidential] to negotiate with Licensee to acquire at [*** Confidential] (x) all drawings and data related to equipment design and manufacture of equipment, which if used by Licensee would infringe on the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How and (y) all equipment, which if used by Licensee would infringe on the Licensed ODURF Patents Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How. 2.5.2 Licensee, its Affiliates and Sublicensees shall have [*** Confidential] from the date of the expiration or termination of this Agreement, to sell all Licensed Product on hand or to sell Licensed Product once its manufacture is completed. On expiration of such [*** Confidential] period, Licensee shall return, or at Licensor’s written direction, destroy, all Licensed Product on hand. 2.5.3 On any termination of this Agreement, all rights granted to or provided by each Party to the other shall automatically and irrevocably revert to the granting Party or Parties. If this Agreement is terminated or cancelled (i) by Licensor for any reason other than because of a material breach by Licensee, (ii) is [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. terminated by Licensee because of a material breach by Licensor, or (iii) is mutually terminated by the Licensor and Licensee, then the funding obligations of Licensee under the Research Agreement will terminate immediately; otherwise, subject to the terms of the Research Agreement, the funding obligations under the Research Agreement will survive termination or cancellation of this Agreement.

Other Effects of Termination. 2.5.1 On termination of this Agreement pursuant to Section 2.2 or Section 2.3, Licensee shall destroy all data, writings, and other documents and tangible materials supplied to Licensee by Licensor in respect of the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How, except that Licensee may retain a copy for its archived legal files. In addition, on such termination, Licensor shall have the option for [*** Confidential] to negotiate with Licensee to acquire at [*** Confidential] (x) all drawings and data related to equipment design and manufacture of equipment, which if used by Licensee would infringe on the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How and (y) all equipment, which if used by Licensee would infringe on the Licensed ODURF Patents Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How. 2.5.2 Licensee, its Affiliates and Sublicensees shall have [*** Confidential] from the date of the expiration or termination of this Agreement, to sell all Licensed Product on hand or to sell Licensed Product once its manufacture is completed. On expiration of such [*** Confidential] period, Licensee shall return, or at Licensor’s written direction, destroy, all Licensed Product on hand. 2.5.3 On any termination of this Agreement, all rights granted to or provided by each Party to the other shall automatically and irrevocably revert to the granting Party or Parties. If this Agreement is terminated or cancelled (i) by Licensor for any reason other than because of a material breach by Licensee, (ii) is [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. terminated by Licensee because of a material breach by Licensor, or (iii) is mutually terminated by the Licensor and Licensee, then the funding obligations of Licensee under the Research Agreement will terminate immediately; otherwise, subject to the terms of the Research Agreement, the funding obligations under the Research Agreement will survive termination or cancellation of this Agreement.

Other Effects of Termination. 2.5.1 On termination of this Agreement pursuant to Section 2.2 or Section 2.3, Licensee shall destroy all data, writings, and other documents and tangible materials supplied to Licensee by Licensor in respect of the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How, except that Licensee may retain a copy for its archived legal files. In addition, on such termination, Licensor shall have the option for [*** Confidential] to negotiate with Licensee to acquire at [*** Confidential] (x) all drawings and data related to equipment design and manufacture of equipment, which if used by Licensee would infringe on the Licensed ODURF Patents, Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How and (y) all equipment, which if used by Licensee would infringe on the Licensed ODURF Patents Licensor-Derived ODURF Patents and Other ODURF Patents and Related Know How. 2.5.2 Licensee, its Affiliates and Sublicensees shall have [*** Confidential] from the date of the expiration or termination of this Agreement, to sell all [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. Licensed Product on hand or to sell Licensed Product once its manufacture is completed. On expiration of such [*** Confidential] period, Licensee shall return, or at Licensor’s written direction, destroy, all Licensed Product on hand. 2.5.3 On any termination of this Agreement, all rights granted to or provided by each Party to the other shall automatically and irrevocably revert to the granting Party or Parties. If this Agreement is terminated or cancelled (i) by Licensor for any reason other than because of a material breach by Licensee, (ii) is [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. terminated by Licensee because of a material breach by Licensor, or (iii) is mutually terminated by the Licensor and Licensee, then the funding obligations of Licensee under the Research Agreement will terminate immediately; otherwise, subject to the terms of the Research Agreement, the funding obligations under the Research Agreement will survive termination or cancellation of this Agreement.