Common use of Rights and Duties on Termination Clause in Contracts

Rights and Duties on Termination. Following Sections shall apply to the case of termination of this Agreement pursuant to Sections 20.2 and 20.3 due to VIVUS' breach or insolvency or to the case of termination of this Agreement with respect to a particular PRODUCT pursuant to Section 20.4 (except, the following Sections shall only apply, as applicable, with respect to such particular PRODUCT and not with respect to any other PRODUCT): (a) VIVUS agrees to transfer to TANABE, free of charge, its ownership of the TRADEMARK as VIVUS used for the PRODUCT, and VIVUS shall immediately stop using such TRADEMARK. Thereafter, VIVUS shall not use any trademark which is similar to or confusing with the TRADEMARK. (b) VIVUS shall, upon TANABE's request, if applicable, provide to TANABE or its nominee, free of charge, all the DRUG APPROVAL APPLICATION and REGULATORY APPROVAL for the PRODUCTS (in the event VIVUS has not applied for DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for a particular PRODUCT in a particular country, VIVUS shall provide to TANABE all the INFORMATION VIVUS reasonably would have included in such application or approval). TANABE shall only use the VIVUS INFORMATION contained with such DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for applying for and obtaining regulatory approval for the PRODUCTS, and not for any other use. (c) TANABE or its nominee(s) shall have the optional rights to take over all or any part of the remaining stocks of the BULK DRUG SUBSTANCE and the PRODUCT in the warehouses and factories of VIVUS at such prices as may be agreed between the Parties. VIVUS shall not thereafter market or manufacture any PRODUCT covered by this Agreement. In case TANABE or its nominee(s) do not exercise the optional rights to take over the stocks of the BULK DRUG SUBSTANCE and the PRODUCT pursuant to this Section 21.2(c), VIVUS shall have the right to sell the residual salable or usable stocks of the PRODUCT for the term of six (6) months after the termination of this Agreement, provided that the payment defined in this Agreement for such remaining stocks shall be made accordingly.

Rights and Duties on Termination. Following Sections shall apply to the case of termination of this Agreement AGREEMENT pursuant to Sections 20.2 and 20.3 due to VIVUS' ’s breach or insolvency or to the case of termination of this Agreement AGREEMENT with respect to a particular PRODUCT pursuant to Section 20.4 (except, the following Sections shall only apply, as applicable, with respect to such particular PRODUCT and not with respect to any other PRODUCT): (a) VIVUS agrees to transfer to TANABEMTPC, free of charge, its ownership of the TRADEMARK as VIVUS used for the PRODUCT, and VIVUS shall immediately stop using such TRADEMARK. Thereafter, VIVUS shall not use any trademark which is similar to or confusing with the TRADEMARK. (b) VIVUS shall, upon TANABE's MTPC’s request, if applicable, provide to TANABE MTPC or its nominee, free of charge, all the DRUG APPROVAL APPLICATION and REGULATORY APPROVAL for the PRODUCTS (in the event VIVUS has not applied for DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for a particular PRODUCT in a particular country, VIVUS shall provide to TANABE MTPC all the INFORMATION VIVUS reasonably would have included in such application or approval). TANABE MTPC shall only use the VIVUS INFORMATION contained with such DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for applying for and obtaining regulatory approval for the PRODUCTS, and not for any other use. (c) TANABE MTPC or its nominee(s) shall have the optional rights to take over all or any part of the remaining stocks of the BULK DRUG SUBSTANCE and the PRODUCT in the warehouses and factories of VIVUS at such prices as may be agreed between the Parties. VIVUS shall not thereafter market or manufacture any PRODUCT covered by this Agreement. In case TANABE MTPC or its nominee(s) do not exercise the optional rights to take over the stocks of the BULK DRUG SUBSTANCE and the PRODUCT pursuant to this Section 21.2(c), VIVUS shall have the right to sell the residual salable or usable stocks of the PRODUCT for the term of six (6) months after the termination of this AgreementAGREEMENT, provided that the payment defined in this Agreement AGREEMENT for such remaining stocks shall be made accordingly. (d) Notwithstanding anything to the contrary in this AGREEMENT, to the extent a SUBLICENSEE is conducting its business in good standing and without any breach under sublicensing agreement with VIVUS (hereinafter referred to as the “SUBLICENSE AGREEMENT”) at the time of the termination of this AGREEMENT by MTPC pursuant to Sections 20.2 and 20.3 due to VIVUS’s breach or insolvency or by VIVUS for any reason in accordance with this AGREEMENT, MTPC shall use its commercially reasonable efforts to enter into a direct license agreement with such SUBLICENSEE, as soon as practicable (but not later than *** months after the termination). Under such direct license agreement, MTPC shall, subject to subsection (b) below, grant such SUBLICENSEE a direct license having substantially the same terms and conditions of this AGREEMENT (including, without limitation, exclusivity, royalty rates and term) with modifications on certain terms and conditions to reflect the TERRITORY and FIELD granted to such SUBLICENSEE under SUBLICENSE AGREEMENT. Such SUBLICENSEE shall have the right to continue to operate under the terms of the SUBLICENSE AGREEMENT, subject to subsection (b) below, during the period from termination of this AGREEMENT until the earlier of (i) the effective date of the direct license agreement or (ii) the expiration of the said *** month period without entering into a direct license agreement with MTPC in spite of good faith discussion by MTPC and such SUBLICENSEE. In no event shall MTPC (a) be liable to SUBLICENSEE for any actual or alleged breach of such SUBLICENSE AGREEMENT by VIVUS or (b) have any obligations to such SUBLICENSEE that are (x) not stipulated in this AGREEMENT (including but not limited to manufacturing and supply obligations etc.), (y) in conflict of or in excess of a material term of this AGREEMENT or (z) in conflict of applicable laws or regulations. Each SUBLICENSEE shall be an intended third party beneficiary of this Section 21.2(d).”

Rights and Duties on Termination. Following Sections shall apply to the case of termination of this Agreement pursuant to Sections 20.2 and 20.3 due to VIVUS' ’ breach or insolvency or to the case of termination of this Agreement with respect to a particular PRODUCT pursuant to Section 20.4 (except, the following Sections shall only apply, as applicable, with respect to such particular PRODUCT and not with respect to any other PRODUCT): (a) VIVUS agrees to transfer to TANABE, free of charge, its ownership of the TRADEMARK as VIVUS used for the PRODUCT, and VIVUS shall immediately stop using such TRADEMARK. Thereafter, VIVUS shall not use any trademark which is similar to or confusing with the TRADEMARK. (b) VIVUS shall, upon TANABE's ’s request, if applicable, provide to TANABE or its nominee, free of charge, all the DRUG APPROVAL APPLICATION and REGULATORY APPROVAL for the PRODUCTS (in the event VIVUS has not applied for DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for a particular PRODUCT in a particular country, VIVUS shall provide to TANABE all the INFORMATION VIVUS reasonably would have included in such application or approval). TANABE shall only use the VIVUS INFORMATION contained with such DRUG APPROVAL APPLICATION or REGULATORY APPROVAL for applying for and obtaining regulatory approval for the PRODUCTS, and not for any other use. (c) TANABE or its nominee(s) shall have the optional rights to take over all or any part of the remaining stocks of the BULK DRUG SUBSTANCE and the PRODUCT in the warehouses and factories of VIVUS at such prices as may be agreed between the Parties. VIVUS shall not thereafter market or manufacture any PRODUCT covered by this Agreement. In case TANABE or its nominee(s) do not exercise the optional rights to take over the stocks of the BULK DRUG SUBSTANCE and the PRODUCT pursuant to this Section 21.2(c), VIVUS shall have the right to sell the residual salable or usable stocks of the PRODUCT for the term of six (6) months after the termination of this Agreement, provided that the payment defined in this Agreement for such remaining stocks shall be made accordingly.