Common use of Post-Termination Activities Clause in Contracts

Post-Termination Activities. Upon termination of this Agreement pursuant to Section 10.2(a) hereof, each of CAI, CAHS and CHCM agrees, jointly and severally, as follows: (i) For a period of ten (10) years from the date of termination of this Agreement, each of CAI, CAHS and CHCM agrees to license and assign to BCBSNJ for use in its business (x) any methods, processes, manuals, trade secrets or other proprietary information used by CAI, CAHS or CHCM in rendering the Services hereunder, and (y) any and all improvements, enhancements, modifications, updates and corrections with respect thereto, all pursuant to the terms and conditions of a license agreement (the "Post Termination License Agreement"), the final form of which is attached hereto as Exhibit 10.3 (a) Each of CAI, CAHS and CHCM agrees to execute and deliver the Post-Termination License Agreement upon termination of this Agreement. Each of CAI, CAHS and CHCM hereby authorizes BCBSNJ and does hereby make, constitute and appoint BCBSNJ, and any officer or agent of BCBSNJ, with full power of substitution, as such party's true and lawful attorney-in-fact, with power, in its own name or in the name of CAI, CAHS and CHCM, respectively, to execute the Post-Termination License Agreement and any other documents necessary to effect the terms of this Section 10.3(a). Pursuant to this Section 10.3(a), BCBSNJ hereby covenants and agrees that, in connection with its use of the Power of Attorney granted to it by each of CAI, CAHS and CHCM hereunder, it will not interfere with the conduct of either CAI's, CAHS' or CHCM's business as it is then conducted except to the extent necessary to give effect to the Post-Termination License Agreement. (ii) Each of CAI, CAHS and CHCM agrees to sublease to BCBSNJ (x) for a period of one (1) year subsequent from the date of termination of this Agreement, a sufficient amount of leased space at CAI's offices located at 000-X Xxxxx 0 Xxxxx, Xxxxxx, Xxx Xxxxxx, xx any subsequent offices which CAI may occupy from time to time, and (y) subleases for such office equipment and furnishings, including, without limitation, the Term Master Lease Agreement dated April 6, 1995 between CAI and IBM Credit Corporation, as may be necessary to enable BCBSNJ independently to render the Services. Each of CAI, CAHS and CHCM agrees that any lease of office space, equipment or furnishings made to BCBSNJ pursuant to this Section 10.3(a)(ii) shall be based upon the cost of such leases to CAI, CAHS or CHCM, respectively. Any rent due hereunder shall constitute CHCM's Costs. (iii) Each of CAI, CAHS and CHCM agrees to cooperate and not interfere with BCBSNJ in having those personnel then currently employed by CAI, CAHS and CHCM, including, without limitation, the Designated Employees (other than Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS), hired and employed by BCBSNJ, as BCBSNJ may designate in its sole and reasonable discretion, in order to enable BCBSNJ independently to render the Services. In the event that any of such personnel designated by BCBSNJ do not accept employment by BCBSNJ and remain in the employ of either CAI, CAHS and CHCM, each of CAI, CAHS and CHCM agrees to make the services of such personnel as well as Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS available to BCBSNJ for a period of one (1) year from the date of termination of this Agreement in order to enable BCBSNJ independently to render the Services. The costs of making such personnel available shall constitute CHCM's Costs. (iv) Each of CAI, CAHS and CHCM agrees to use its best efforts to enable BCBSNJ to enter into agreements with those vendors of CAI, CAHS and CHCM whom BCBSNJ desires to contract with, to the extent that said employees or vendors have participated in the provision of the Services to BCBSNJ. (v) Each of CAI, CAHS and CHCM agrees to license or sublicense to BCBSNJ, on a cost basis, or use its best efforts to arrange for the license to BCBSNJ, at a cost no greater than that paid by CAI, CAHS or CHCM in its provision of the Services, all software not owned by CAI, CAHS or CHCM and used by such parties with respect to their provision of utilization review and utilization management services (including, without limitation, the Services). (vi) Each of CAI, CAHS and CHCM agree to take any other actions required hereby or otherwise reasonably necessary to wind-up the relationship among the parties.

Post-Termination Activities. Upon termination of this Agreement pursuant to Section 10.2(a) hereof, each of CAI, CAHS and CHCM agrees, jointly and severally, as follows: (i) For Xxxxxxx will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have Xxxxxxx wind down the applicable activity. Xxxxxxx will bear any costs incurred in winding down any such activity (unless Licensor has exercised its Co-Funding Option and the provisions of Section 4.8 have not been terminated in accordance with Section 4.8.2(b)(v) or Section 4.8.3, in which case they shall be shared by the Parties as Shared Development Costs to the extent applicable). Licensor will reimburse Xxxxxxx for any costs incurred after the Termination Effective Date to complete or transfer any activity. (ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), Xxxxxxx will supply Licensor with the Reverted Products at a period price equivalent to Xxxxxxx’x Cost of ten Goods plus [***]% of such Cost of Goods, provided that Xxxxxxx will not be obligated to continue to supply the Reverted Products for more than [***] months after the Termination Effective Date. (10iii) years from If the date First Commercial Sale of termination of this Agreementa Reverted Product has occurred in a country before the Termination Effective Date, each of CAIthen, CAHS and CHCM agrees if requested by Licensor, Xxxxxxx will continue to license and assign to BCBSNJ for use Commercialize such Reverted Product in its business (x) any methods, processes, manuals, trade secrets or other proprietary information used by CAI, CAHS or CHCM such country in rendering the Services hereunder, and (y) any and all improvements, enhancements, modifications, updates and corrections accordance with respect thereto, all pursuant to the terms and conditions of a license agreement (the "Post Termination License Agreement"), the final form of which is attached hereto as Exhibit 10.3 (a) Each of CAI, CAHS and CHCM agrees to execute and deliver the Post-Termination License Agreement upon termination of this Agreement. Each of CAI, CAHS and CHCM hereby authorizes BCBSNJ and does hereby make, constitute and appoint BCBSNJ, and any officer or agent of BCBSNJ, with full power of substitution, as such party's true and lawful attorney-in-fact, with power, in its own name or in the name of CAI, CAHS and CHCM, respectively, to execute the Post-Termination License Agreement and any other documents necessary to effect the terms of this Section 10.3(a). Pursuant to this Section 10.3(a), BCBSNJ hereby covenants and agrees that, in connection with its use of the Power of Attorney granted to it by each of CAI, CAHS and CHCM hereunder, it will not interfere with the conduct of either CAI's, CAHS' or CHCM's business as it is then conducted except to the extent necessary to give effect to the Post-Termination License Agreement. (ii) Each of CAI, CAHS and CHCM agrees to sublease to BCBSNJ (x) for a period of one (1) year subsequent requested by Licensor not to exceed [***] months from the date Termination Effective Date. Xxxxxxx will be entitled to receive and retain all amounts invoiced on sales of termination Reverted Product during such period, subject to payment of this Agreement, a sufficient amount of leased space at CAI's offices located at 000-X Xxxxx 0 Xxxxx, Xxxxxx, Xxx Xxxxxx, xx any subsequent offices which CAI may occupy from time to time, and (y) subleases for such office equipment and furnishings, including, without limitation, the Term Master Lease Agreement dated April 6, 1995 between CAI and IBM Credit Corporation, as may be necessary to enable BCBSNJ independently to render the Services. Each of CAI, CAHS and CHCM agrees that any lease of office space, equipment or furnishings made to BCBSNJ royalties pursuant to this Section 10.3(a)(ii) shall be based upon the cost of such leases to CAI, CAHS or CHCM, respectively. Any rent due hereunder shall constitute CHCM's Costs4.4. (iii) Each of CAI, CAHS and CHCM agrees to cooperate and not interfere with BCBSNJ in having those personnel then currently employed by CAI, CAHS and CHCM, including, without limitation, the Designated Employees (other than Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS), hired and employed by BCBSNJ, as BCBSNJ may designate in its sole and reasonable discretion, in order to enable BCBSNJ independently to render the Services. In the event that any of such personnel designated by BCBSNJ do not accept employment by BCBSNJ and remain in the employ of either CAI, CAHS and CHCM, each of CAI, CAHS and CHCM agrees to make the services of such personnel as well as Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS available to BCBSNJ for a period of one (1) year from the date of termination of this Agreement in order to enable BCBSNJ independently to render the Services. The costs of making such personnel available shall constitute CHCM's Costs. (iv) Each of CAI, CAHS and CHCM agrees to use its best efforts to enable BCBSNJ to enter into agreements with those vendors of CAI, CAHS and CHCM whom BCBSNJ desires to contract with, to the extent that said employees or vendors have participated in the provision of the Services to BCBSNJ. (v) Each of CAI, CAHS and CHCM agrees to license or sublicense to BCBSNJ, on a cost basis, or use its best efforts to arrange for the license to BCBSNJ, at a cost no greater than that paid by CAI, CAHS or CHCM in its provision of the Services, all software not owned by CAI, CAHS or CHCM and used by such parties with respect to their provision of utilization review and utilization management services (including, without limitation, the Services). (vi) Each of CAI, CAHS and CHCM agree to take any other actions required hereby or otherwise reasonably necessary to wind-up the relationship among the parties.

Post-Termination Activities. Upon termination of this Agreement pursuant to Section 10.2(a) hereof, each of CAI, CAHS and CHCM agrees, jointly and severally, as follows: (i) For Xxxxxxx will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have Xxxxxxx wind down the applicable activity. Xxxxxxx will bear any costs incurred in winding down any such activity [***]. Licensor will reimburse Xxxxxxx for any costs incurred after the Termination Effective Date to complete or transfer any activity. (ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), Xxxxxxx will supply Licensor with the Reverted Products at a period price equivalent to Xxxxxxx’x Cost of ten Goods plus [***]% of such Cost of Goods, provided that Xxxxxxx will not be obligated to continue to supply the Reverted Products for more than [***] after the Termination Effective Date. (10iii) years from If the date First Commercial Sale of termination of this Agreementa Reverted Product has occurred in a country before the Termination Effective Date, each of CAIthen, CAHS and CHCM agrees if requested by Licensor, Xxxxxxx will continue to license and assign to BCBSNJ for use Commercialize such Reverted Product in its business (x) any methods, processes, manuals, trade secrets or other proprietary information used by CAI, CAHS or CHCM such country in rendering the Services hereunder, and (y) any and all improvements, enhancements, modifications, updates and corrections accordance with respect thereto, all pursuant to the terms and conditions of a license agreement (the "Post Termination License Agreement"), the final form of which is attached hereto as Exhibit 10.3 (a) Each of CAI, CAHS and CHCM agrees to execute and deliver the Post-Termination License Agreement upon termination of this Agreement. Each of CAI, CAHS and CHCM hereby authorizes BCBSNJ and does hereby make, constitute and appoint BCBSNJ, and any officer or agent of BCBSNJ, with full power of substitution, as such party's true and lawful attorney-in-fact, with power, in its own name or in the name of CAI, CAHS and CHCM, respectively, to execute the Post-Termination License Agreement and any other documents necessary to effect the terms of this Section 10.3(a). Pursuant to this Section 10.3(a), BCBSNJ hereby covenants and agrees that, in connection with its use of the Power of Attorney granted to it by each of CAI, CAHS and CHCM hereunder, it will not interfere with the conduct of either CAI's, CAHS' or CHCM's business as it is then conducted except to the extent necessary to give effect to the Post-Termination License Agreement. (ii) Each of CAI, CAHS and CHCM agrees to sublease to BCBSNJ (x) for a period of one (1) year subsequent requested by Licensor not to exceed [***] from the date Termination Effective Date. Xxxxxxx will be entitled to receive and retain all amounts invoiced on sales of termination Reverted Product during such period, subject to payment of this Agreement, a sufficient amount of leased space at CAI's offices located at 000-X Xxxxx 0 Xxxxx, Xxxxxx, Xxx Xxxxxx, xx any subsequent offices which CAI may occupy from time to time, and (y) subleases for such office equipment and furnishings, including, without limitation, the Term Master Lease Agreement dated April 6, 1995 between CAI and IBM Credit Corporation, as may be necessary to enable BCBSNJ independently to render the Services. Each of CAI, CAHS and CHCM agrees that any lease of office space, equipment or furnishings made to BCBSNJ royalties pursuant to this Section 10.3(a)(ii) shall be based upon the cost of such leases to CAI, CAHS or CHCM, respectively. Any rent due hereunder shall constitute CHCM's Costs4.4. (iii) Each of CAI, CAHS and CHCM agrees to cooperate and not interfere with BCBSNJ in having those personnel then currently employed by CAI, CAHS and CHCM, including, without limitation, the Designated Employees (other than Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS), hired and employed by BCBSNJ, as BCBSNJ may designate in its sole and reasonable discretion, in order to enable BCBSNJ independently to render the Services. In the event that any of such personnel designated by BCBSNJ do not accept employment by BCBSNJ and remain in the employ of either CAI, CAHS and CHCM, each of CAI, CAHS and CHCM agrees to make the services of such personnel as well as Xxxx Xxxxxx or any person who succeeds to his position and the CAI Director-MIS available to BCBSNJ for a period of one (1) year from the date of termination of this Agreement in order to enable BCBSNJ independently to render the Services. The costs of making such personnel available shall constitute CHCM's Costs. (iv) Each of CAI, CAHS and CHCM agrees to use its best efforts to enable BCBSNJ to enter into agreements with those vendors of CAI, CAHS and CHCM whom BCBSNJ desires to contract with, to the extent that said employees or vendors have participated in the provision of the Services to BCBSNJ. (v) Each of CAI, CAHS and CHCM agrees to license or sublicense to BCBSNJ, on a cost basis, or use its best efforts to arrange for the license to BCBSNJ, at a cost no greater than that paid by CAI, CAHS or CHCM in its provision of the Services, all software not owned by CAI, CAHS or CHCM and used by such parties with respect to their provision of utilization review and utilization management services (including, without limitation, the Services). (vi) Each of CAI, CAHS and CHCM agree to take any other actions required hereby or otherwise reasonably necessary to wind-up the relationship among the parties.