Rights After Termination. 15.1 All rights and obligations of the parties which accrue on or before the effective termination date shall be fully enforceable by either party after termination. 15.2 If this Agreement terminates and, as a result thereof, USSC is required to cease making Products at the end of the term of this Agreement or after the Unilateral Termination Period, as the case may be, USSC may, nonetheless, for a period not to exceed six (6) months after such termination, and subject to the periodic royalty provisions set forth herein, dispose of inventory of Products, complete and dispose of any Products in the process of manufacture, and utilize materials then on order. 15.3 All Know-How, inventions, developments and improvements, whether patentable or not, are and, after termination of this Agreement, shall (i) remain the property of Misonix insofar as the same were conceived, made and developed solely by Misonix prior to, or in performance of, this Agreement; and (ii) the property of USSC insofar as the same were conceived, made and developed solely by USSC prior to, or in performance of, this Agreement or jointly by Misonix and USSC ("Joint Results") in the performance of this Agreement. USSC shall retain exclusive ownership of all Know-How, inventions, developments and improvements which were its property as of or prior to the date of this Agreement or which were conceived, made and developed during the term of the Agreement solely by USSC, whether or not the same is necessary to reduce to practice any Joint Results. 15.4 Following termination of this Agreement, USSC shall assign to Misonix, to the extent permissible by law, all filings with the FDA concerning Products on which a royalty would be payable hereunder. 15.5 The provisions of this Article 15 shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Development and Option Agreement (Misonix Inc), Development and Option Agreement (Misonix Inc)
Rights After Termination. 15.1 (a) All rights and obligations of the parties Parties which accrue on or before the effective termination date shall be fully enforceable by either party Party after termination.
15.2 (b) If this Agreement terminates and, as a result thereof, USSC is required to cease making Products at the end of the term of this Agreement or after the Unilateral Termination Period, as the case may beProducts, USSC may, nonetheless, for a period not to exceed six (6) months after such termination, and subject to the periodic royalty Royalty provisions set forth herein, dispose of inventory of Products, complete and dispose of any Products in the process of manufacture, and utilize materials then on order[******].
15.3 (c) All Know-How, inventions, developments and improvements, whether patentable or not, are and, after termination of this Agreement, shall (i) remain the property of Misonix IDI insofar as the same were conceived, made and developed solely by Misonix IDI, prior to, or in performance of, this Agreement; and (ii) the property of USSC insofar as the same were conceived, made and developed within the Field solely by USSC prior to, or in performance of, this Agreement or jointly by Misonix IDI and USSC ("Joint Results") in the performance of this Agreement. USSC shall retain exclusive ownership of all Know-How, inventions, developments and improvements within the Field which were its property as of or prior to the date of this Agreement or which were conceived, made and developed during the term of the Agreement Term solely by USSC, whether or not the same is necessary to reduce to practice any Joint Results.
15.4 Following (d) If this Agreement is terminated under Section 13.2(d) and [***], then in such event, (i) USSC shall promptly [*****] and (ii) USSC shall [*****] within the Field embodying Improvements solely to the IDI Technology and which are [****]during the term of this Agreement prior to the date of termination of this Agreement and, in consideration thereof, [********]. For purposes of the aforesaid license, the definition of Net Sales set forth in this Agreement, USSC Section 4.3 and Article 5 shall assign to Misonixapply, to the extent permissible by lawas if set out herein at length; provided, all filings with the FDA concerning Products on which a royalty would however, that "IDI" shall be payable hereundersubstituted for "USSC" and "USSC" shall be substituted for "IDI" in such provisions.
15.5 The provisions of this Article 15 shall survive termination of this Agreement.
Appears in 1 contract
Samples: License Agreement (Innerdyne Inc)
Rights After Termination. 15.1 All rights and obligations of the parties which accrue on or before the effective termination date shall be fully enforceable by either party after termination.
15.2 If this Agreement terminates and, as a result thereof, USSC is required to cease making making,.Products at the end of the term of this Agreement or after the Unilateral Termination Period, as the case may be, USSC may, nonetheless, for a period not to exceed six (6) months after such termination, and subject to the periodic royalty provisions set forth herein, dispose of inventory of Products, complete and dispose of any Products in the process of manufacture, and utilize materials then on order.
15.3 All Know-How, inventions, developments and improvements, whether patentable or not, are and, after termination of this Agreement, shall (i) remain the property of Misonix insofar as the same were conceived, made and developed solely by Misonix prior to, or in performance of, this Agreement; and (ii) the property of USSC insofar as the same were conceived, made and developed solely by USSC prior to, or in performance of, this Agreement or jointly by Misonix and USSC ("Joint Results") in the performance of this Agreement. USSC shall retain exclusive ownership of all Know-How, inventions, developments and improvements which were its property as of or prior to the date of this Agreement or which were conceived, made and developed during the term of the Agreement solely by USSC, whether or not the same is necessary to reduce to practice any Joint Results.
15.4 Following termination of this Agreement, USSC shall assign to Misonix, to the extent permissible by law, all filings with the FDA concerning Products on which a royalty would be payable hereunder.
15.5 The provisions of this Article 15 shall survive termination of this Agreement.
Appears in 1 contract
Samples: License Agreement (Misonix Inc)