Rights and Duties Upon Expiration or Termination Sample Clauses

Rights and Duties Upon Expiration or Termination. 13.1 Upon termination of this Agreement, NOVO NORDISK shall have the right to retain any sums already paid by AMICUS THERAPEUTICS hereunder. 13.2 Expiration or termination of this Agreement shall terminate all outstanding grants, obligations and liabilities between the Parties arising from this Agreement, except those described in Articles 4, 5, 11.6, 11.7, 13, 14, 15 and 17 which shall survive expiration or any termination of the Agreement 13.3 The grant under Article 3 of this Agreement shall cease by termination of this Agreement and AMICUS THERAPEUTICS shall return its rights to NOVO NORDISK Intellectual Property Rights to NOVO NORDISK.
Sample 1Sample 2
AutoNDA by SimpleDocs
Rights and Duties Upon Expiration or Termination. (i) Termination or expiration of this Agreement for any reason will terminate all outstanding obligations and liabilities between the Parties arising from this Agreement except those described in: (a) Section 8.1; (b) Section 8.4; (c) Article 10; (d) Section 11.2; and (e) Article 1 for the sole purposes of interpreting the obligations and liabilities between the Parties surviving termination of this Agreement; which obligations and liabilities will survive termination or expiration of this Agreement indefinitely. (ii) Notwithstanding the foregoing, in the event that GSK terminates this Agreement pursuant to Section 8.3(ii) due to the failure of Orexigen to make any payment owed to GSK under Section 3.1 of this Agreement, Section 2.4 shall survive such termination (iii) Upon termination of this Agreement, GSK will have the right to retain any sums already paid by Orexigen hereunder. (iv) Termination of this Agreement in accordance with the provisions hereof will not limit remedies that may be otherwise available in law or equity. (v) For the avoidance of doubt, upon the termination of this Agreement by GSK pursuant to Section 8.3, GSK’s grant of a license under the Licensed Patents to Orexigen pursuant to Article 2 hereof, will terminate and Orexigen will no longer have rights under the Licensed Patents.
Sample 1
Rights and Duties Upon Expiration or Termination. 5.2.1 The expiration or termination of this Agreement shall not affect any right of company to payment for item of the Products ordered by the Distributor hereunder prior to such expiration or termination, any obligation of the Distributor. 5.2.2 Upon the expiration of this Agreement, or upon the giving by Company or the Distributor of notice of election to terminate this Agreement, Company agrees to accept orders on C.O.D. terms, or such other terms as may be mutually agreed, for item of the Products, which the Distributor has become contractually, obligated prior to expiration or termination of this Agreement furnishes evidence to Company’s satisfaction of the existence of the contracted obligation; and provided further that Company has a sufficient number of the item of the Products in stock and available for distribution to supply the same to the Distributor. 5.2.3 the Distributor acknowledges that in the event of the expiration or termination of this Agreement it shall have no right to damages or indemnification of any nature, whether by way of loss of future profits, on account of expenditures, investments, leases or commitments in connection with the business or good will the Distributor, or otherwise. 5.2.4 Any future or forbearance by Company to exercise its right of termination upon the accrual of a cause for termination hereunder shall not operate as a waiver by Companies to exercise such a right at a later date upon continued or further default. 5.2.5 Upon the expiration or termination of this Agreement, and failure of the Parties to establish a successor agreement for the distribution of the Products within thirty (30) days of such expiration or termination, then Company shall purchase from the Distributor, and the Distributor shall sell to Company, the Distributor’s entire inventory of the Products, on and subject to the following terms and conditions. a. Company shall be obligated accept and pay for return items of the Products in accordance with Agreement only if such items are (i) received by company unused and undamaged in the original package (as determined solely by Company), (ii) shipped to Company freight prepaid, (iii) accompanied by a Company authorization issued by Company, and (iv) received by Company within thirty (30) days following issuance of the Company authorization. b. Company shall not be obligated to repurchase any item of the Products which have been reported previously by the Distributor as sold; c. The repurchase price...
Sample 1
Rights and Duties Upon Expiration or Termination. PARTNER and all sub-licensees (if any) shall cease use of the TMCS System immediately on the effective date of any termination or expiration of this Agreement. PARTNER shall, within ninety (90) days of the effective date of any termination or expiration of this Agreement, return to TMCS all originals and copies of the TMCS System or certify their destruction or permanent erasure on the effective date of any termination or expiration of this Agreement from PARTNER's systems. Each Party shall immediately cease using the other Party's Marks. Notwithstanding the foregoing provided in this Section, if this Agreement is terminated by PARTNER in accordance with Section 8.2 upon the occurrence of a TMCS Event of Default, or in accordance with Section 5.7, PARTNER shall be entitled, at its option, (i) to continue to operate, use, improve and otherwise modify the JCIS in the Territory using the TMCS System then available to PARTNER and all PARTNER Customizations without any obligation to pay any installments of the License Fee not due and payable on such date of termination, but subject to all of the other same terms and conditions of the license granted to PARTNER hereunder and having each Party comply with all of their obligations hereunder; provided, however, that the exclusivity granted to PARTNER under Section 2.2 hereof and each Party's use of the other Party's Marks shall immediately cease upon such termination or (ii) pursue any other remedies available under this Agreement or at law.
Sample 1
Rights and Duties Upon Expiration or Termination 
Sample 1Sample 2Sample 3

Related to Rights and Duties Upon Expiration or Termination

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

  • Rights and Duties Upon Termination 8.1 Upon termination of this Agreement, Eisai shall have the right to retain any sums already paid by Radius hereunder, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due. 8.2 Upon termination of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai of the amount of Product Radius then have on hand, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay the royalty thereon at the time herein provided for. 8.3 In either case that Radius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time of the termination in a timely manner. Thereafter, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius Know-How, to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai will have the option to assume, to the extent transferable, any third party licenses and agreements relating to the Product without compensation to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5. 8.4 Termination of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 6.1, 6.4 (second, third and fourth sentences), 9, 10.2, 11 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), and 13-16. 8.5 In the event the licenses granted to Radius under this Agreement terminates for any reason, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in their sublicense agreements, provided that such sublicensee agrees in writing that: (a) Eisai is entitled to enforce all relevant provisions directly against such sublicensee; and (b) Eisai shall not assume, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Radius to such sublicensee other than to permit such sublicensee to exercise any rights to the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents that are sublicensed under such sublicense agreement consistent with the terms of Article 2.1 of this Agreement.

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

  • Duties Upon Termination Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company: (a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and (b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days’ notice to the Company.

  • Rights Upon Termination Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Rights and Obligations Upon Termination If Huron Valley Schools terminates this Contract for any reason, the Contractor must: (i) stop all work as specified in the notice of termination; (ii) take any action that may be necessary, or that Huron Valley Schools may direct, to preserve and protect deliverable(s) or other Huron Valley Schools property in the Contractor's possession; (iii) return all materials and property provided directly or indirectly to the Contractor by any entity, agent, or employee of Huron Valley Schools; (iv) transfer title in and deliver to Huron Valley Schools, unless otherwise directed, all deliverable(s) intended to be transferred to Huron Valley Schools at the termination of the Contract (which will be provided to Huron Valley Schools on an "As-Is" basis except to the extent Huron Valley Schools compensated the Contractor for warranty services related to the materials); (v) to the maximum practical extent, take any action to mitigate and limit potential damages, including terminating or limiting subcontracts and outstanding orders for materials and supplies; and (vi) take all appropriate action to secure and maintain Huron Valley Schools information confidentially. If Huron Valley Schools terminates this Contract under Section 7(b), Termination for Convenience, Huron Valley Schools must pay the Contractor all charges due for deliverable(s) provided before the date of termination and, if applicable, as a separate item of payment, for work-in-progress, based on a percentage of completion determined by Huron Valley Schools. All completed or partially completed deliverable(s) prepared by the Contractor, at the option of Huron Valley Schools, become Huron Valley Schools property, and the Contractor is entitled to receive equitable compensation for those deliverable(s). Regardless of the basis for the termination, Huron Valley Schools is not obligated to pay or otherwise compensate the Contractor for any lost expected future profits, costs, or expenses incurred with respect to deliverable(s) not actually completed. If Huron Valley Schools terminates this contract for any reason, Huron Valley Schools may assume, at its option, any subcontracts and agreements for deliverable(s), and may pursue completion of the deliverable(s) by replacement contract or as Huron Valley Schools deems expedient.

  • Property Rights upon Termination or Expiration of Contract In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency’s request.

  • PROVISIONS SURVIVING EXPIRATION OR TERMINATION Notwithstanding the expiration or termination (by agreement, breach, or operation of time) of this Agreement, the provisions of this Agreement regarding payments (including liquidated damages and tax payments), reports, records, and dispute resolution of the Agreement shall survive the termination or expiration dates of this Agreement until the following occurs: A. all payments, including liquidated damage and tax payments, have been made; B. all reports have been submitted; C. all records have been maintained in accordance with Section 8.6.A; and D. all disputes in controversy have been resolved.

  • Transfer of Responsibility on Expiry or Termination 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything that may adversely affect the ability of the Department to ensure an orderly transfer of responsibility.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!