RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY Sample Clauses

RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. 14.1 Upon termination or expiry of this Agreement, the Licensee shall immediately notify the Licensor and Novartis of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of Novartis, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive the Licensee of legal rights with respect to Product and Raw Materials. 14.2 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties. 14.3 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.
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RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. 14.1 Upon termination or expiry of this Agreement, the Licensee shall immediately notify the Licensor and Novartis of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of Novartis, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive the Licensee of legal rights with respect to Product and Raw Materials.
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RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. 14.1 Upon termination or expiry of this Agreement, in accordance with Clauses 13.5(e), 13.7, 13.9, 13.11 and/or 13.12 the Licensee shall immediately notify the Licensor and ViiV of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of ViiV, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive Licensee of legal rights with respect to Product and Raw Materials. 14.2 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressed or intended to survive the termination or expiration of this Agreement in particular, but without limitation, Clauses 6, 11, 15.5, 15.6 and 15.7 and the relevant provisions of this Clause 14. In addition, any other provisions required to interpret and enforce the parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties. 14.3 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.
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RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. 13.1 Upon early termination of this Agreement, the Parties will cooperate with one another to provide for an orderly wind-down of the transactions contemplated in this Agreement. All rights and licenses granted by Licensor to Licensee under this Agreement shall immediately terminate as of the effective date of termination or expiration, and Licensee and its Affiliates, and any Third-Party manufacturers must immediately cease all use of Licensed Know-How and Licensed Patents and all marketing, sales, supply or distribution of the Licensed Product, except to the extent permitted in Section 13.2. 13.2 Upon early termination of this Agreement in accordance with Sections 12.5(e), 12.7, 12.9, 12.11 and/or 12.12, the Licensee shall immediately notify the Licensor and Ferring of the amount of Licensed Product the Licensee then has available to it and, provided that such amount is, in the opinion of Ferring, reasonable in all the circumstances, the Licensee may be permitted to sell that amount of Licensed Product for use in the Field in the Territory upon Xxxxxxx’x written approval (such approval not to be unreasonably withheld). This provision shall only apply to the extent that such termination would deprive Licensee of legal rights with respect to Licensed Product. 13.3 Notwithstanding anything in the foregoing, Licensee shall ensure that neither it nor its Affiliates, and/or any Third Parties acting on its behalf or in its interests sell off, supply or otherwise distribute any Licensed Product in or to i) the Private Sector of any country within or outside the Target Countries or ii) otherwise outside the Territory upon termination or expiry of this Agreement. 13.4 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressed or intended to survive the termination or expiration of this Agreement in particular, but without limitation, Sections 5, 10, 14.5, 14.6 and 14.7 and the relevant provisions of this Section 13. In addition, any other provisions required to interpret and enforce the parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties. 13.5 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant t...
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RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. 12.1 Upon termination or expiry of this Agreement, in accordance with Clauses 11.7, 11.8, 11.9, 11.10 and/or 11.11, the Licensee shall immediately notify the Licensor and ViiV of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of ViiV, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive Licensee of legal rights with respect to Product and Raw Materials.
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Related to RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY

  • 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.

  • 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.

  • Delivery upon Termination or Expiration No later than the first calendar day after the termination or expiration of the Contract or upon System Agency’s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Xxxxxxx’s failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee’s activities under the Contract without the prior written consent of System Agency.

  • Data Transfer Upon Termination or Expiration Provider will notify the Division of impending cessation of its business and any contingency plans. Provider shall implement its exit plan and take all necessary actions to ensure a smooth transition of service with minimal disruption to the Division. As mutually agreed upon and as applicable, Provider will work closely with its successor to ensure asuccessful transition to the new equipment, with minimal downtime and effect on the Division, all such work to be coordinated and performed in advance of the formal, transition date.

  • Effect of Termination or Expiration Upon any termination of this XXXX, or license granted pursuant to this XXXX, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to OT or destroy all copies of Software, Documentation, and OT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to OT or destroyed. Any terms in this XXXX which by their nature extend beyond termination or expiration of this XXXX will remain in effect until fulfilled.

  • 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.

  • 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 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.

  • 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.

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