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.
Appears in 3 contracts
Samples: License Agreement (Radius Health, Inc.), License Agreement (Radius Health, Inc.), License Agreement (Radius Health, Inc.)
Rights and Duties Upon Termination. 8.1 11.01. Upon termination of this AgreementAGREEMENT, Eisai ADOLOR shall have the right to retain any sums already paid by Radius SB hereunder, and Radius SB shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due.
8.2 11.02. Upon termination of this Agreement for AGREEMENT, SB undertakes not to use any reason KNOW-HOW provided to SB by ADOLOR under this AGREEMENT, except material breach by Eisaias may be otherwise provided in this AGREEMENT. Furthermore, Radius promptly after the effective date of such termination, SB shall return all tangible KNOW-HOW to ADOLOR to the extent that such is practicable. Nothing in this provision shall be construed as superseding SB's rights to use KNOW-HOW upon the expiration of this AGREEMENT as outlined in Paragraphs 10.01 and 10.
11.03. Upon termination of this AGREEMENT in its entirety or with respect to any PRODUCT in any country under Paragraphs 10.03, 10.04, or 10.05, SB shall notify Eisai ADOLOR of the amount of Product Radius PRODUCT SB, its AFFILIATES, sublicensees and distributors then have on hand, the sale of which would, but for the termination, be subject to royalty, and Radius SB, its AFFILIATES, sublicensees and distributors shall thereupon be permitted to sell that amount of Product PRODUCT provided that Radius SB 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 manner11.04. 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 AGREEMENT shall terminate all outstanding rights obligations and obligations liabilities between the Parties parties arising from this Agreement 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)6, 9, 10.210, 11 (solely with respect to Product or Semi-Product or bulk Compound material and 14 and Paragraphs 7.04, 12.07, 12.08, 12.09 and 12.10, and any other obligations otherwise provided by Radius through this AGREEMENT which have accrued. In addition, any other provision required to interpret and enforce the date of termination), parties' rights and 13-16.
8.5 In the event the licenses granted to Radius obligations under this Agreement terminates for any reasonAGREEMENT shall also survive, 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 but only to the Eisai Patents extent required for the full observation 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 performance of this AgreementAGREEMENT.
Appears in 2 contracts
Samples: License Agreement (Adolor Corp), License Agreement (Adolor Corp)
Rights and Duties Upon Termination. 8.1 13.1. Upon termination of this Agreement, Eisai unless in the event Bayer was entitled to terminate the Agreement based on fraud or wilful default by GW, GW shall have the right to retain any sums all milestone payments scheduled in Appendix 3 to this Agreement already paid by Radius hereunder, and Radius Bayer or due to GW at that time. Bayer shall continue have no liability to be obligated GW in respect of further milestone payments detailed in the said Appendix 3 to pay all sums accrued hereunder at the time of termination which are then duethis Agreement.
8.2 13.2. Upon termination of this Agreement, all licenses granted hereunder to Bayer shall cease and Bayer undertakes not to use any GW IPR, except as may be otherwise provided in this Agreement and the Supply Agreement. Furthermore, promptly after the effective date of such termination, Bayer shall return all tangible GW Know-how including copies thereof to GW to the extent that such is practicable.
13.3. Upon termination of this Agreement for in its entirety or with respect to any reason except material breach by EisaiProducts or countries of the Territory under Clause 12.3 above, Radius Bayer shall notify Eisai GW of the amount of Product Radius then the Products Bayer and its Affiliates have on handhand and Bayer and its Affiliates, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount those amounts of Product the Products for a period of up to one hundred and eighty (180) days after termination provided that Radius Bayer shall pay the royalty payments thereon at the time herein provided for. GW at its option may repurchase the products Bayer and its Affiliates have on hand by reimbursing to Bayer the Supply Price. The Parties agree to negotiate in good faith all regulatory steps required upon such termination and undertake to initiate such steps subsequently.
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 manner13.4. 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 in its entirety shall terminate all outstanding rights obligations and obligations liabilities between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, Clauses 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination)7.9, 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)8, 9, 10.210, 11 (solely with respect to Product or Semi-Product or bulk Compound material 11, and 17 hereof, and any other obligations otherwise provided by Radius through this Agreement which have accrued or have application beyond the date term of termination)this Agreement. In addition, any other provision required to interpret and 13-16.
8.5 In enforce the event the licenses granted to Radius Parties’ rights and obligations under this Agreement terminates for any reasonshall also survive, 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 but only to the Eisai Patents extent required for the full observation 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 performance of this Agreement.
13.5. Termination of the Agreement in accordance with the provisions hereof shall not limit remedies, which may be otherwise available in law or equity.
13.6. Except as required under Clause 13.3 above, Bayer shall immediately cease use of the Trade Marks upon termination of this Agreement in its entirety or in relation to any one or more Products or countries of the Territory, entirely or in relation to that Product or country of the Territory, as the case may be.
Appears in 2 contracts
Samples: License and Distribution Agreement (Gw Pharmaceuticals PLC), License and Distribution Agreement (Gw Pharmaceuticals PLC)
Rights and Duties Upon Termination. 8.1 (a) Termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either parry prior to the effective date of termination, including (i) Arius’ delivery obligations resulting from any purchase order for Product placed by TEAMM prior to the earlier of (1) notice of termination or (2) the effective date of termination, (ii) TEAMM’s payment obligations for such orders, and (iii) any royalty payment obligations incurred on Product sold as a result of such orders, provided that the obligations described in (i) and (ii) above shall not survive a termination pursuant to Section 10.2(a) or that results from the termination of the RB License.
(b) Except as provided otherwise in this Section 11.4, upon any termination of this Agreement that does not result from (i) the termination or expiration of the RB License or (ii) a termination pursuant to Section 10.2(a), Arius shall use reasonable efforts to continue to sell and supply Product to TEAMM’s customers. Arius will honor the terms and conditions of TEAMM contracts with its customers to the extent such agreements have been entered into in arms-length transactions, the prices charged for the supply of Product are commercially reasonable and consistent with the market price for similar products sold by Arius, and all other terms are commercially reasonable and consistent with the terms of this Agreement. Upon termination of this Agreement, Eisai TEAMM, if and as requested by Arius, shall have assign to Arius (or such other entities designated by Arius) any and contracts for the sale of the Product entered into by TEAMM, formulary status records, product approvals, registrations and regulatory approvals to sell the Product in the Territory; or, if assignment of any such registration or approval is not permissible under applicable law, where requested by Arius, TEAMM shall grant Arius (or its designee) a right of reference to retain such registrations and approvals. TEAMM shall otherwise use reasonable efforts to enable Arius to import and sell the Product in the Territory. Notwithstanding the foregoing, with respect to the assignment of any sums already paid by Radius hereundercustomer contracts or other contracts for the sale of the Product, TEAMM shall remain fully liable for any breaches thereof or other liabilities or obligations arising under such contracts prior to the date of any assignment thereof and shall indemnify Arius for any such liabilities or obligations, and Radius no such liabilities or obligations shall continue be assigned to be obligated to pay all sums accrued hereunder at the time of termination which are then dueArms without its prior written consent.
8.2 (c) Upon termination of this Agreement Agreement, TEAMM will not for any reason except material breach by Eisai, Radius shall notify Eisai a period of one (1) years sell products for the amount treatment 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 fornausea or vomiting.
8.3 In either case that Radius (d) If Arius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3pursuant to Sections 5.7, 7.4, 7.5 7.6,11.2, or 7.611.3 hereof, Radius TEAMM shall provide or transfer immediately deliver to Eisai Arius all technical of TEAMM’s customer lists, existing contracts and orders, promotional materials, marketing data and programs, business plans, and all other related information and know-how categorized as Radius Know-How which it possesses at concerning its sales efforts with respect to the time Product, in order to enable Arius to undertake sales of the termination in a timely manner. ThereafterProduct upon such termination, Eisai provided that such information shall have a worldwidebe considered Arius’ Proprietary Information hereunder thereafter, 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 subject to the license to Radius * Confidential Treatment Requested by the Registrantobligations of non-use and confidentiality prescribed in this Agreement. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai Arius will have the option to assume, to purchase any remaining promotional materials from TEAMM at cost or 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 8.5materials will be destroyed.
8.4 Termination (e) Sections of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from survive any termination of this Agreement except those described in this Article 8 as well as Articles 1which relate to confidentiality, 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)intellectual property rights, and 13-16.
8.5 In the event the licenses granted to Radius under this Agreement terminates for any reasonindemnification, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in or otherwise which by 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or which relate to obligations of Radius the parties accrued prior 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 Agreementtermination.
Appears in 2 contracts
Samples: Distribution Agreement (Accentia Biopharmaceuticals Inc), Distribution Agreement (Accentia Biopharmaceuticals Inc)
Rights and Duties Upon Termination. 8.1 17.01 Upon termination of this AgreementAgreement and subject to the provisions contained in Section 16, Eisai CPG shall have the right to retain any sums already paid by Radius SB hereunder, and Radius SB shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due.
8.2 17.02 Upon termination of this Agreement for any reason except material breach by Eisaiunder Sections 16.02, Radius 16.03 and 16.05, SB shall notify Eisai CPG of the amount of Product Radius PRODUCT and/or COMBINATION SB, its AFFILIATES and its sublicensees and its distributors then have on hand, the sale of which would, but for the termination, be subject to royalty, and Radius SB and its AFFILIATES and its sublicensees and its distributors shall thereupon for a period of six (6) months following the effective date of any termination be permitted to sell that amount of Product PRODUCT and/or COMBINATION provided that Radius SB shall pay the royalty thereon at the time herein provided for.
8.3 17.03 In either case the event that Radius terminates this Agreement is terminated by .CPG pursuant to the provisions of Section 16.02, then SB’s license for the relevant LICENSED ANTIGEN(S) will be terminated and all rights to improvements relating specifically and primarily to the CPG technology which are Joint Inventions (as defined 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 Section 4.05) pertaining 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, any related PRODUCTS and/or COMBINATIONS (but excluding such improvements relating solely to develop, PRODUCT manufacture, have manufactured, import and sell Compound and Product) will be transferred to CPG. In addition addition, SB will negotiate in good faith a license to CPG under inventions solely owned by SB (which are SB Inventions as defined in Section 4.05) relating specifically and primarily to the license CPG technology without an obligation for SB to Radius * Confidential Treatment Requested enter into such agreement.
17.04 In case of a material breach by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-HowCPG of Section 22.02 or of Section 18.01 or 18.05 or a willful breach of Section 18.02 to 18.04 which breach is not ceased following notice pursuant to Section 16.02, Eisai will SB shall have the option either to assume, terminate the Agreement or to the extent transferable, reduce any third party licenses and agreements relating royalty obligation by [*****] percent ([**]%) without prejudice to the Product without compensation any other rights SB may have under law or pursuant to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5Agreement.
8.4 17.05 Termination of this Agreement shall terminate all outstanding rights obligations and obligations liabilities between the Parties parties arising from this Agreement except those described in this Article 8 as well as Articles 1Sections 12.04, 412.05, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination)12.06, 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination)12.08, 6.113.03, 6.4 (second13.05, third 13.06, 13.08, 14.01, 15.01, 15.02, 15.03, 15.04, 15.05, 17.01, 17.02, 17.03, 20.01, 20.02, 20.03, 21, 22.02, 23.01, 24.01, 24.02 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 13-1625.
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.
Appears in 2 contracts
Samples: License Agreement (Coley Pharmaceutical Group, Inc.), License Agreement (Coley Pharmaceutical Group, Inc.)
Rights and Duties Upon Termination. 8.1 Upon termination or expiration of this Agreement, the duties and rights of the parties shall be as follows:
6.4.1 Netgen's rights granted under this Agreement will terminate and, except as provided herein, Netgen shall immediately cease reproduction, distribution and use of the MicroStrategy Product and Documentation, or any related technical or marketing material. Netgen shall immediately return to MicroStrategy all Master Disks, Documentation Media and other copies of the MicroStrategy Product and Documentation, as well as all MicroStrategy supplied copies of technical and marketing materials relating to the MicroStrategy Product or of the products of MicroStrategy. Netgen shall promptly return to MicroStrategy any Confidential Information belonging to MicroStrategy and MicroStrategy shall promptly return to Netgen any Confidential Information belonging to Netgen
6.4.2 Within thirty (30) days of termination of this Agreement, Eisai a duly authorized officer of Netgen shall certify in writing that all of the items set forth in paragraph 6.4.1 above belonging to MicroStrategy have been returned to MicroStrategy and a duly authorized officer of MicroStrategy shall certify in writing that all of the right items set forth in paragraph 6.4.1 above belonging to retain any Netgen have been returned to Netgen.
6.4.3 Within thirty (30) days of termination of this Agreement, each party shall pay the other party all sums already paid by Radius due and owing under this Agreement. It is understood and agreed that the rights of termination and non-renewal set forth in this Agreement shall be absolute, that the parties have considered that expenses may be incurred in preparing for performance hereunder, and Radius that financial loss or damage may result from such termination or non-renewal. It is the express intent of the parties that neither shall continue be liable to be obligated to pay all sums accrued hereunder at the time other, for direct damages or incidental or consequential damages or of any kind otherwise, by reason of termination which are then dueor non-renewal as herein provided.
8.2 Upon termination of this Agreement for any reason except material breach by Eisai6.4.4 Notwithstanding the foregoing, Radius upon termination, Netgen shall notify Eisai be entitled to retain thirty (30) copies of the amount of MicroStrategy Product Radius then have on hand, the sale of which would, but for termination, be subject in order 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 mannersupport its existing customers. 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 that termination results from MicroStrategy's failure to maintain and upgrade the licenses granted to Radius under MicroStrategy Product as required by this Agreement terminates for any reasonAgreement, each of Radius’ sublicensees at such time Netgen 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 be 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 use the source code 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 MicroStrategy Product as provided in Joint Patents that are sublicensed under such sublicense agreement consistent with the terms of Article 2.1 of this AgreementSection 12.
Appears in 2 contracts
Samples: Software License Agreement (Net Genesis Corp), Software License Agreement (Net Genesis Corp)
Rights and Duties Upon Termination. 8.1 Termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either party prior to the effective date of termination, including under any purchase order for Products placed prior to the effective date of termination. Except as provided otherwise in this Section 11.3, upon termination of this Agreement, Pharmanetics shall use reasonable efforts to continue to sell and supply Products to Bayer and its Affiliates in such quantities as ordered but in quantities no greater than reasonably appropriate in connection with fulfilling contractual commitments to customers of Bayer, its Affiliates and its subdistributors for a period not to exceed twelve (12) months; provided, however, that such customers are end-user customers that purchased Products during the six (6) months immediately prior to the termination of this Agreement. Prices for Products shall remain at the level of the immediately prior year adjusted solely for increases/decreases in material, labor, and reasonable overhead; provided, however, that if the termination of this Agreement does not relate to Section 11.2(c) or Section 11.2(d) or Section 11.2(e), any such price increases shall be limited to increases in the Producer Price Index over the index for the year prior to any such termination. Upon termination of this Agreement, Eisai shall have and to the right to retain any sums already extent permitted under applicable law, in each and every case for a price paid by Radius hereunderPharmanetics equal to the cost and expense incurred by Bayer and its Affiliates to obtain such approvals and registrations, Bayer, upon Pharmanetics's request, shall assign to Pharmanetics (or such other entities designated by Pharmanetics) all product approvals, registrations and Radius regulatory approvals to sell Products in each country in the Territory; or, if assignment of any such registration or approval is not permissible under applicable law, where requested by Pharmanetics, Bayer shall continue grant Pharmanetics (or its designee) a right of reference to be obligated such registrations and approvals. Bayer shall otherwise use reasonable efforts to pay all sums accrued hereunder at enable Pharmanetics to import and sell the time of termination which are then due.
8.2 Products in such countries. Upon termination of this Agreement for any reason by Bayer, Pharmanetics will not sell cards bearing Bayer marks 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 mannerBayer. 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 Sections of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from survive any termination of this Agreement except those described in this Article 8 as well as Articles 1which relate to confidentiality and indemnification, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided otherwise which 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or which relate to obligations of Radius the parties accrued prior to such sublicensee other than to permit such sublicensee to exercise any rights to termination. Non-Competition. Bayer shall not, during 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 term of this Agreement, manufacture, sell, distribute or cause to be distributed a competing point of care coagulation product in the Territory in the Specified Markets.
Appears in 1 contract
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: in
(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.
Appears in 1 contract
Rights and Duties Upon Termination. 8.1 Upon (i) Termination of Corixa's rights in a disease area under Section 8.2 will not terminate the entire agreement between Corixa and Vaxcel.
(ii) If Corixa's rights in a disease area are terminated and revert back to Vaxcel in accordance with Section 8.2, Vaxcel is free to license the rights to such disease area to another third party without limitation.
(iii) No exercise by either party of any right of termination will constitute a waiver of any right of either party for recovery of any moneys then due to it hereunder or any other right or remedy either party may have by law or by this Agreement.
(iv) Within thirty (30) days after termination of this AgreementAgreement under Sections 8.3 and 8.4:
(a) Each party shall return to the other party all materials of the other party received pursuant to this Agreement or otherwise; and
(b) All unused Corixa Material, Eisai Copolymer and Optivax System shall be returned to their rightful owner or destroyed, at the sole option of the rightful owner. In addition, any noncommercial inventories of Product(s), including clinical supplies, shall be destroyed. All disposals of materials shall be performed in compliance with applicable law.
(v) If the entire Agreement is terminated for any reason, Vaxcel is free to license the Copolymer and Optivax in the Field to any third party, without limitation.
(vi) If Vaxcel breaches any of the covenants and representations under this Agreement and this Agreement is then terminated, all rights to the point of termination shall remain with Corixa, including access to CytRx's DMFs.
(vii) In the case of termination of this Agreement due to the insolvency of Vaxcel, this Agreement may be transferable to CytRx upon prior written approval of both Corixa and CytRx.
(viii) In the case of termination of this Agreement due to the insolvency of Corixa, Vaxcel will honor all license agreements for the Product(s) that were executed by Corixa prior to the point of termination on mutually agreed, revised financial terms that are negotiated between Vaxcel and Sublicensees.
(ix) In the event this Agreement is terminated pursuant to Sections 8.3(ii) or 8.4(iv) thereof on account of breach of the Agreement by Vaxcel, Vaxcel shall be entitled to exercise the Warrant for the number of shares of Series A Preferred Stock for which the Warrant is exercisable in accordance with Article III based on the milestones completed prior to such termination; provided, however, that in the event of any such termination, Corixa shall have the right (the "Repurchase Right"), at Corixa's sole discretion, to retain repurchase all or any sums already paid portion of the shares of Series A Preferred Stock purchased by Radius hereunderVaxcel upon any exercise of the Warrant at a price per share equal to the Warrant Price (as defined in the Warrant); provided further, and Radius however, Corixa's Repurchase Right shall continue to be obligated to pay all sums accrued hereunder at the time terminate when Vaxcel no longer holds any shares of termination which are then dueSeries A Preferred Stock.
8.2 Upon termination of (x) In the event this Agreement is terminated pursuant to Sections 8.3(i) or 8.4(iv) thereof on account of a breach of the Agreement by Corixa, then upon such termination, Vaxcel shall be entitled to exercise the Warrant immediately, in whole or in part in accordance with the number of shares set forth in Article III for up to the full 500,000 shares of Series A Preferred Stock for which the Warrant is exercisable, subject to adjustment pursuant to Section 2 of the Warrant and subject to the limits set forth in Section 1.1 of the Warrant.
(xi) In the event this Agreement is terminated for any reason except material breach by Eisaiother than set forth in Sections 8.6(ix) and 8.6(x) above, Radius Vaxcel shall notify Eisai be entitled to exercise the Warrant for the number of shares of Series A Preferred Stock for which 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 Warrant is exercisable in accordance with Article 7.2 or III based on the milestones completed prior to such termination; provided, however, that Eisai terminates this Agreement in accordance with Article 7.3the event of any such termination, 7.4, 7.5 or 7.6, Radius Corixa 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 not 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 Repurchase Right set forth in their sublicense agreements, provided that such sublicensee agrees in writing that: (aSection 8.6(ix) 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 Agreementhereof.
Appears in 1 contract
Samples: License Agreement (Vaxcel Inc)
Rights and Duties Upon Termination. 8.1 12.01 Upon termination of this AgreementAgreement and subject to the provisions contained in Section 11, Eisai XXXXX shall have the right to retain any sums already paid by Radius GSK hereunder, and Radius GSK shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due.
8.2 12.02 Upon termination of this Agreement for any reason except material breach by Eisaiunder Sections 11.02, Radius 11.03 and 11.05, GSK shall notify Eisai XXXXX of the amount of Product Radius PRODUCT and/or COMBINATION GSK, its AFFILIATES and its distributors then have on hand, the sale of which would, but for the termination, be subject to royalty, and Radius GSK and its AFFILIATES and its distributors shall thereupon for a period of six (6) months following the effective date of any termination be permitted to sell that amount of Product PRODUCT and/or COMBINATION provided that Radius GSK shall pay the royalty thereon at the time herein provided for.
8.3 (i) In either case the event that Radius terminates this Agreement is terminated by XXXXX pursuant to the provisions of Section 11.02, then GSK’s license for the relevant LICENSED ANTIGEN(S) will be terminated and all rights to improvements relating specifically and primarily to the XXXXX technology which are Joint Inventions (as defined in accordance with Article 7.2 or Section 6.02) pertaining to any related PRODUCTS and/or COMBINATIONS (but excluding such improvements relating solely to PRODUCT manufacture) will be transferred to XXXXX. In addition, GSK will negotiate in good faith a license to XXXXX under inventions solely made by GSK in the FIELD only (which are GSK Inventions as defined in Section 6.02) relating specifically and primarily to the XXXXX technology without an obligation for GSK to enter into such agreement which GSK shall grant on reasonable terms unless GSK determines that Eisai terminates such license would be materially adverse to GSK’s business interest in GSK’s reasonable business and commercial judgment.
(ii) In the event this Agreement is terminated by GSK pursuant to the provisions of Section 11.05, each party will grant to the other party the right to license its rights to improvements relating specifically and primarily to XXXXX technology which are Joint Inventions (as defined in accordance with Article 7.3Section 6.02) and patent rights claiming such Joint Inventions (excluding improvements relating solely to PRODUCT manufacture) to THIRD PARTIES, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai in all technical information and know-how categorized as Radius Know-How which it possesses at the time countries of the termination in TERRITORY.
12.04 In case of a timely manner. Thereaftermaterial breach by XXXXX of Section 17.02 or of Section 13.01 or 13.05 or a willful breach of Section 13.02 to 13.04 which breach is not ceased following notice pursuant to Section 11.02, Eisai GSK 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 either to assume, terminate the Agreement or to the extent transferable, reduce any third party licenses and agreements relating royalty obligation by [*****] percent ([**]%) without prejudice to the Product without compensation any other rights GSK may have under law or pursuant to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5Agreement.
8.4 12.05 Termination of this Agreement shall terminate all outstanding rights obligations and obligations liabilities between the Parties parties arising from this Agreement except those described in this Article 8 as well as Articles 1Sections 7.04, 47.05, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination)7.06, 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination)7.08, 6.18.03, 6.4 (second8.05, third 8.06, 8.08, 9.01, 10.01, 10.02, 10.03, 10.04, 10.05, 12.01, 12.02, 12.03, 15.01, 15.02, 15.03, 16, 17.02, 18.01, 19.01, 19.02, 19.03 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 13-1620.
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.
Appears in 1 contract
Samples: Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.)
Rights and Duties Upon Termination. 8.1 30.1 Other than due to termination of the NGP/NGS License Agreement, if either Party gives notice to the other Party of its intent to terminate this Agreement as expressly permitted hereunder the following shall apply:
(a) Any applicable cure period shall apply and be exhausted; and
(b) Upon exhaustion of any applicable cure period, or immediately if there is no applicable cure period, the issue giving rise to the termination notice shall be subject to escalation in accordance with Section 32.5 (Governing Law, Jurisdiction, and Dispute Resolution) who will attempt to resolve the matter. If mutually satisfactory resolution cannot be achieved in each Party’s discretion within thirty (30) days following submission to such senior executives, then termination shall proceed in accordance with Sections 30.2, 30.3 and 30.4.
30.2 Without limiting the foregoing, to mitigate risk of losses of both Parties from unbudgeted expenses, loss of revenue and PR issues, the Parties agree to, where reasonable and commercially practicable, cooperate in good faith to allow sufficient time between termination notice and termination effectiveness or upon termination to mitigate such risks of losses and address any Trips for which Guests are already booked. Further, both NGP and Licensee recognize there will be marketing, sales, operational, and data sharing overlap that both Parties will use reasonable efforts to mitigate.
30.3 Subject to mitigation efforts upon termination as set forth in Section 30.1, and without limitation to Section 29.7(b) (Special Licensee Termination Rights), upon the termination or expiration of this Agreement:
(a) Licensee must at its own cost promptly return to NGP any and all materials furnished hereunder to Licensee by NGP, and will immediately cease using any such materials with NG Marks or the Co-Brand;
(b) Licensee must at its own expense promptly cease use all use of the Co-Brand and NG Marks and remove the Co-Brand and NG Marks and ensure any Other Provider also ceases use and Licensee shall cease having any license to market or sell Trips;
(c) Licensee shall comply with other disposal obligations including with respect to all data as set out in Schedule 3 (Data Protection), advertising, promotional matter, and all other written materials bearing NGP Intellectual Property and the Co-Brand;
(d) Licensee must, no later than sixty (60) days after the effective date of termination or expiration, remove, or cover to NGP’s satisfaction, NGP Intellectual Property from all ships owned or leased by Licensee. If Licensee determines removal or cover is not commercially practicable for certain ships within sixty (60) days, Licensee shall notify NGP and the Parties shall agree to a reasonable timeframe for removal or cover of such NGP Intellectual Property. In either case, Licensee must begin the de-branding process upon receiving from or giving to NGP a notice of termination where the termination is not effective immediately and continually and diligently pursue de-branding until all NGP Intellectual Property is removed or covered;
(e) The Parties will collaborate to communicate the termination to the public to avoid or minimize damage to the Parties’ reputation and goodwill; and
(f) All rights and licenses granted to Licensee will cease and revert to NGP.
30.4 Notwithstanding any other provision of this Agreement, the rights and obligations under Section 3 (License and Intellectual Property), Section 5 (Royalty), Section 6 (Disney Standards), Section 7.5 (Unique NATIONAL GEOGRAPHIC Enhancements), Section 9 (Security, Safety, Health, and Welfare), Section 17.7 (Guest Data), Section 21 (Data Protection), Section 22 (Audit), Section 23 (Insurance and Liability), Section 25 (Compliance: Anti-Bribery and Anti-Corruption Representations and Warranties), Section 26 (Confidentiality), Section 27 (Indemnification and Limitations of Liability), this Section 30 (Rights and Duties After Termination), Section 31 (Notices), Section 32 (Governing Law, Jurisdiction, and Dispute Resolution), Section 34 (General), Schedule 3 (Data Protection), and Schedule 4 (Insurance) will survive the expiration or termination of this Agreement.
30.5 Licensee will remain liable to NGP for the Royalty, Eisai and each Party will remain liable to the other Party for all other payments, charges, reimbursements and other amounts accrued prior to termination or expiration as well as any other breach of contract damages to which such Party is entitled under Applicable Law hereunder.
30.6 If either Party gives notice to the other Party of its intent to terminate this Agreement due to termination of the NGP/NGS License Agreement (i.e., pursuant to Sections 29.4(d) (NGP General Termination Rights) or 29.5 (Licensee General Termination Rights)), then:
(a) This Agreement shall have the terminate immediately, and Licensee shall cease having any right to retain use the NG Marks in any sums already paid by Radius hereundermanner including to market, sell or operate Trips using the NG Marks, subject to any phase-out or transitional period permitted under the NGP/NGS License Agreement (and Radius during such phase-out or transitional period Licensee shall continue to be obligated to pay all sums accrued hereunder at remain in compliance with the time of termination which are then due.
8.2 Upon termination applicable terms of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai and the applicable terms 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 forNGP/NGS License Agreement).
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 NGP shall not assumepay to Licensee:
(i) an amount equal to the actual costs incurred by Licensee to remove the NG Marks from Licensee’s ships, marketing and sales materials, websites, and shall not be responsible to such sublicensee for, any representations, warranties or obligations of Radius to such sublicensee other than areas to permit Licensee to continue its business without using the NG Marks (such sublicensee costs to exercise any rights to be supported by reasonable and customary documentation); and
(ii) within 60 days following the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents that are sublicensed under such sublicense agreement consistent with end of the terms of Article 2.1 of this Agreementyear following termination, the License Transition Fee.
Appears in 1 contract
Samples: Brand License Agreement (Lindblad Expeditions Holdings, Inc.)
Rights and Duties Upon Termination. 8.1 (a) Termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either party prior to the effective date of termination, including under any purchase order for Products placed prior to the effective date of termination.
(b) Except as provided otherwise in this Section 11.3, upon termination of this Agreement, CVDI shall use reasonable efforts to continue to sell and supply Products to Chiron and its Affiliates in such quantities as ordered but in quantities no greater than reasonably appropriate in connection with fulfilling contractual commitments to customers of Chiron, its Affiliates and its subdistributors for a period not to exceed twelve (12) months; provided, however, that such customers are end-user customers that purchased Products during the six (6) months immediately prior to the termination of this Agreement; and provided further, that if this Agreement is terminated pursuant to Section 11.2(g) and Chiron has met its minimum purchase requirements under this Agreement through the date of its termination, CVDI shall fulfill such contractual commitments for a period of twenty-four (24) months. Prices for Products shall remain at the level of the immediately prior year adjusted solely for increases/decreases in material, labor, and reasonable overhead; provided, however, that if the termination of this Agreement does not relate to Section 11.2(c) or Section 11.2(d) or Section 11.2(e), any such price increases shall be limited to increases in the Producer Price Index over the index for the year prior to any such termination. Upon termination of this Agreement, Eisai shall have and to the right to retain any sums already extent permitted under applicable law, in each and every case for a price paid by Radius hereunderCVDI equal to the cost and expense incurred by Chiron and its Affiliates to obtain such approvals and registrations, Chiron, upon CVDI's request, shall assign to CVDI (or such other entities designated by CVDI) all product approvals, registrations and Radius regulatory approvals to sell Products in each country in the Territory; or, if assignment of any such registration or approval is not permissible under applicable law, where requested by CVDI, Chiron shall continue grant CVDI (or its designee) a right of reference to be obligated such registrations and approvals. Chiron shall otherwise use reasonable efforts to pay all sums accrued hereunder at enable CVDI to import and sell the time of termination which are then dueProducts in such countries.
8.2 (c) Upon termination of this Agreement for any reason by Chiron, CVDI will not sell cards bearing Chiron marks 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 forChiron.
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 (d) Sections of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from survive any termination of this Agreement except those described in this Article 8 as well as Articles 1which relate to confidentiality and indemnification, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided otherwise which 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or which relate to obligations of Radius the parties accrued prior 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 Agreementtermination.
Appears in 1 contract
Rights and Duties Upon Termination. 8.1 (a) Termination of this Agreement other than by Respirics pursuant to Sections 6.6, 8.4, or 12.2, shall not affect any rights or obligations accrued by either party prior to the effective date of termination, including but not limited to (i) Respirics’ delivery obligations resulting from any purchase order for Products placed by TEAMM prior to the effective date of termination and (ii) TEAMM’s payment obligations for such orders.
(b) Except as provided otherwise in this Section 12.4, upon termination of the Agreement, Respirics shall use reasonable efforts to continue to sell and supply Products to TEAMM’s customers. Respirics will honor the terms and conditions of TEAMM contracts with its customers to the extent such agreements have been entered into in arms-length transactions and the prices charged for the supply of Products are consistent with the market price for similar products sold by Respirics.
(c) Upon termination of this Agreement, Eisai other than a termination of this Agreement in its entirety by TEAMM due to breach of the Agreement by Respirics, TEAMM will not for a period of two (2) years sell products which are competitive with the Product.
(d) If Respirics terminates this Agreement pursuant to Sections 6.6, 8.4, or 12.2 hereof, TEAMM shall (1) deliver to Respirics all of TEAMM’s customer lists, existing orders, promotional materials, marketing data and programs, business plans, and all other related information concerning its sales efforts with respect to the Products in order to enable Respirics to undertake sales of Products upon such termination, provided that such information shall be considered Respirics’ Proprietary Information hereunder thereafter, subject to the obligations of non-use and confidentiality prescribed in this Agreement, (2) immediately provide Respirics with a written detailed inventory of all Products in its possession or control, or that of its Affiliates, (3) return to Respirics or destroy all such Products at TEAMM’s expense, if and as elected by Respirics, within thirty (30) days of such termination, and (4) pay Respirics, as elected by Respirics in its sole discretion, the applicable TEAMM Price and, with respect to Retail Products, TEAMM Royalty for all Products ordered by TEAMM but not delivered, or Respirics’ total direct and indirect cost of all unused materials and work-in-process with respect to any outstanding Orders and Forecasts, whichever is greater, under this Agreement as of the date of such termination, provided that, notwithstanding item (3) above, with respect to any termination by Respirics pursuant to Section 6.6(b), TEAMM shall have the right right, upon written notice to retain any sums already paid by Radius hereunderRespirics, and Radius shall to continue to be obligated to pay all sums accrued hereunder sell Products in TEAMM’s inventory at the time of such termination which are then duefor a period of up to six (6) months following such termination, subject to the terms of this Agreement (including payments due Respirics, if any, with respect to the purchase or sale of such Products).
8.2 Upon (e) Sections of this Agreement shall survive any termination of this Agreement for any reason except material breach which relate to confidentiality and indemnification, or otherwise which by Eisai, Radius shall notify Eisai their nature cannot be accomplished or fulfilled prior to termination or which relate to obligations of the amount of Product Radius then have on hand, the sale of which would, but for parties accrued prior to 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.
Appears in 1 contract
Samples: Distribution Agreement (Accentia Biopharmaceuticals Inc)
Rights and Duties Upon Termination. 8.1 17.1 Upon lawful termination of this AgreementAmended and Restated Agreement by SSI, Eisai shall have the right to SSI may retain any sums already paid by Radius OXFORD hereunder, and Radius OXFORD shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due.
8.2 17.2 Upon termination of this Amended and Restated Agreement for any reason except material breach by Eisaiother than under Clause 16.1, Radius OXFORD shall notify Eisai SSI of the amount of Product Radius Licensed Product(s) OXFORD and its Affiliates and distributors then have on hand, the sale of which would, but for the termination, be subject to royaltypayments hereunder, and Radius OXFORD and its Affiliates and distributors shall thereupon be permitted to sell that amount of Product Licensed Product(s), provided that Radius OXFORD shall pay to SSI the royalty amounts payable thereon at the time herein provided for; provided, however, that in the event such termination is for OXFORD’s material breach pursuant to Clause 16.8, OXFORD may not sell such remaining Licensed Product(s) without SSI’s prior written consent.
8.3 In either case that Radius terminates 17.3 Subject to Clause 17.4 and to any express terms of this Amended and Restated Agreement in accordance with Article 7.2 to the contrary, on termination or that Eisai terminates expiry of this Amended and Restated Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer for any reason all licenses to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time OXFORD of the termination Licensed Technology (including, in a timely manner. Thereafterparticular, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius the Know-How) will cease immediately. If this Amended and Restated Agreement is terminated or expires, for any reason, in part but not all of the Territory, then, all licenses to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to OXFORD of the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Licensed Technology (including Know-How) will immediately cease in the part of the Territory concerned. Notwithstanding the foregoing, Eisai on termination of this Amended and Restated Agreement in whole OXFORD will have the option right 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 sell or supply its existing stocks of such each sublicensee under Article 8.5.
8.4 Termination Licensed Products for a period 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 [***]) months after the date of termination), 5.6 subject to payment to SSI of royalties on such sales or supplies at the rate and on the terms applying prior to termination, and on termination of this Amended and Restated Agreement for a part of the Territory only OXFORD will have the right for a period of [***] (solely with respect [***]) months from such termination to Product sell or Semi-Product supply any of its existing stocks of Licensed Products that are specially adapted for the part of the Territory concerned and that cannot be sold in a part of the Territory for which OXFORD continues to be licensed, subject to payment to SSI of royalties on such sales or bulk Compound material provided by Radius through supplies at the date rate and on the terms applying prior to termination.
17.4 Expiration or early termination of this Amended and Restated Agreement (other than under Clause 16.1) shall not relieve either Party of its obligations incurred prior to such expiration or early termination). In addition, 6.1, 6.4 (second, third and fourth sentences)Clauses 8, 9, 10.211, 11 (solely with respect to Product 12, 14, 17, 18, 19 and the provisions of Annex E, shall, unless otherwise stated therein, survive any expiration 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 early termination of this Amended and Restated Agreement.
Appears in 1 contract
Samples: License and Supply Agreement (Oxford Immunotec Global PLC)
Rights and Duties Upon Termination. 8.1 Upon the termination of this Agreement, Eisai all rights granted by Argent to Vertical pursuant to Section 3.1 hereof shall revert to Argent and Argent shall have the right to retain receive any sums already paid by Radius hereunderpayments outlined in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Sections 8.1, 8.3 and Radius shall continue to be obligated to pay all sums 8.5 that have accrued hereunder at as of the time date of termination which are then due.
8.2 Upon termination of this Agreement for (or thereafter if Vertical sells any reason except material breach by Eisai, Radius shall notify Eisai remaining inventory 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 Products after the date of termination). In addition, 5.6 in exchange for and in consideration of future payment of the Trademark Royalty described in Section 11.5 below, Vertical shall immediately assign to Argent (solely with respect or Argent’s designee), on a fully paid-up basis (in the sense that there are no obligations other than payment over time of such Trademark Royalty), all rights in and to Product any Trademark(s) for the Products. Vertical further agrees to promptly execute any documents necessary to perfect such trademark rights in Argent (or Semi-Product Argent’s designee). In no event shall a termination of this Agreement be deemed a waiver of Argent’s right to receive any payment or bulk Compound material provided by Radius through other consideration that has accrued as of the date of termination)termination and is owed to Argent by Vertical pursuant to Section 8 above. Sections of this Agreement that relate to confidentiality, 6.1indemnification, 6.4 (secondchoice of law and jurisdiction, third and fourth sentences)dispute resolution, including, without limitation, Sections 9, 10.210, 11 (solely with respect to Product 11.4, 11.5, 11.6, 12.1 and 12.2, or Semi-Product or bulk Compound material provided that otherwise 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or that relate to obligations of Radius the parties accrued prior to such sublicensee other than to permit such sublicensee to exercise termination, shall survive 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 termination of this Agreement.
Appears in 1 contract
Samples: Tablets Marketing Rights Agreement
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.
Appears in 1 contract
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 (a) Upon termination of this Agreement for any reason except material breach by Eisaicause (including, Radius shall notify Eisai without limitation expiration of the amount Term of Product Radius then have on handthis Agreement), Licensee shall: (i) not exercise or attempt to exercise any rights or privileges hereunder; (ii) immediately discontinue the use of all Licensed Trademarks, Licensed Works and Licensed Trade Secrets and immediately cease the manufacture of all Licensed Products; (iii) immediately forward to FAI all copies of relevant documents pertaining to the Licensed Products Licensed Works, and Licensed Trade Secrets; and (iv) continue to maintain the obligations of confidentiality of the Licensed Trade Secrets or, if applicable, the sale of which wouldLicensed Confidential Information, but for terminationby not disclosing and by taking all legal action reasonably necessary to enforce the obligations imposed on its employees, be subject to royaltyagents, and Radius shall thereupon be permitted other affiliates not to sell disclose any information pertaining to the Licensed Trade Secrets or, if applicable, the Licensed Confidential Information.
(b) Licensee acknowledges that amount its failure to cease use of Product provided that Radius shall pay the royalty thereon Licensed Trademarks, Licensed Works and Licensed Trade Secrets and to cease the manufacture of the Licensed Products 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 as provided above will result in immediate and irreparable damage to FAI, that money damages may not be an adequate remedy for the breach of such obligations and that FAI shall terminate all outstanding rights and obligations between the Parties arising from be entitled to injunctive relief if necessary to enforce this Agreement except those described or any provision hereof.
(c) Upon termination of this Agreement Licensee shall have the right to distribute and/or sell inventories of Licensed Products or components thereof and packaging materials 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 existence on the date of termination), 5.6 (solely with respect but empty packaging materials bearing a Licensed Trademark may only be distributed and/or sold to a party approved by FAI, such approval not to be unreasonably withheld or delayed. Notwithstanding the foregoing, no Licensed Product or Semi-Product or bulk Compound material provided by Radius through component hereof may be distributed and/or sold if same does not meet 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 13-16quality standards specified herein.
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.
Appears in 1 contract
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 Eisaireason:
(a) Patheon will, Radius shall notify Eisai of as promptly as practicable, (i) cease work on the amount of Product Radius then have on handTransfer Services, the sale of which would, but for termination, be and (ii) subject to royaltySection 8.12(d), make available for collection by Client at its option, EXW (Incoterms 2010) the Facility, all Products, semi-finished Products, and Radius shall thereupon be permitted to sell Materials, that amount are then in Patheon’s possession, and any results and information resulting from the Transfer Services (whether in written or electronic form) that are the property 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 Client in accordance with Article 7.2 Section 2.12 of this Agreement;
(b) each Party shall return to the other all Confidential Information and any licences of Intellectual Property granted pursuant to Section 2.12 shall terminate;
(c) Patheon will dismantle the Client Manufacturing Equipment and prepare and make it available for collection from the Facility according to a procedure agreed by the Parties (acting reasonably), following which Client shall remove all Client Manufacturing Equipment, Product and Materials from the Facility on or that Eisai terminates this Agreement before the day [***] days after the completion of said procedure, failing which Client will pay a fee equivalent to the aggregate monthly Base Fee for the Manufacturing Suite for each month or part month the Client Manufacturing Equipment, Product or Materials remain at the Facility after [***] post termination.
(d) Client will, as promptly as practicable, (i) pay all earned but unpaid fees and charges for the Transfer Services, including Technology Transfer Fees, Material Costs, Maintenance Costs, Disposal Costs and Capital Expenditures, to reflect Transfer Services performed as of the date of such termination by Patheon; and (ii) pay all due and outstanding invoices 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 ARTICLE IV of the termination in a timely manner. ThereafterManufacturing and Supply Agreement (which is incorporated herein);
(e) unless this Agreement has been terminated by [***] pursuant to [***] Client will, Eisai shall have a worldwideas promptly as practicable, royalty-free pay to Patheon all and perpetual licenseany (i) dismantling costs, under Radius Patents (ii) removal costs and Radius Know-How(iii) Make Good Costs, 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 associated with the cessation of the Manufacturing Services or the removal of the Client Manufacturing Equipment and Materials from the Facility; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange 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 Confidential treatment has been requested with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely omitted portions. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested 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 13-16omitted portions.
8.5 In the event the licenses granted to Radius under (f) unless this Agreement terminates has been terminated by [***] pursuant to [***] Client will, as promptly as practicable, pay to Patheon the following costs (“Transfer Services Termination Costs”): (i) all actual costs incurred by Patheon to complete reasonable activities associated with the completion, expiry or termination including, without limitation, disposal fees that may be payable for any reasonMaterials and supplies owned by Client to be disposed of by Patheon; (ii) all and any direct costs and expenses, each or wasted costs and expenses, or termination or cancellation fees payable by Patheon as a consequence of Radius’ sublicensees at such time shall continue or arising from the termination of this Agreement, to have include but not limited to, all and any redundancy costs of employees employed by Patheon to work solely or mainly in providing the rights Transfer Services and/or Manufacturing the Product, all and license set forth any termination costs in their sublicense agreementsrelation to subcontractors and agency staff working solely or mainly in providing the Transfer Services and/or Manufacturing the Product, provided that such sublicensee agrees in writing that: (a) Eisai is entitled any termination or cancellation fees payable to enforce all relevant provisions directly against such sublicenseeThird Party suppliers; and (biii) 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 additional costs incurred by Patheon in connection with the Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents Transfer Services that are sublicensed under required to fulfill outstanding applicable regulatory and contractual requirements, in each case subject to Patheon using Commercially Reasonable Efforts to minimise such sublicense agreement consistent costs and Patheon providing Client with documentation to substantiate the terms of Article 2.1 of this Agreementcosts have been properly and reasonably incurred.
Appears in 1 contract
Rights and Duties Upon Termination. 8.1 (a) Termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either party prior to the effective date of termination, including (i) Respirics’ delivery obligations resulting from any purchase order for Products placed by TEAMM prior to the effective date of termination, (ii) TEAMM’s payment obligations for such orders, and (iii) any royalty payment obligations incurred on Products sold as a result of such orders.
(b) Except as provided otherwise in this Section 11.4, upon termination of the Agreement, Respirics shall use reasonable efforts to continue to sell and supply Products to TEAMM’s Customers. Respirics will honor the terms and conditions of TEAMM contracts with its customers to the extent such agreements have been entered into in arms-length transactions and the prices charged for the supply of Products are consistent with the market price for similar products sold by Respirics. Upon termination of this Agreement, Eisai TEAMM, upon Respirics’ request, shall have assign to Respirics (or such other entities designated by Respirics) all product approvals, registrations and regulatory approvals to sell Products in the Territory; or, if assignment of any such registration or approval is not permissible under applicable law, where requested by Respirics, TEAMM shall grant Respirics (or its designee) a right of reference to retain any sums already paid by Radius hereunder, such registrations and Radius approvals. TEAMM shall continue otherwise use reasonable efforts to be obligated enable Respirics to pay all sums accrued hereunder at import and sell the time of termination which are then dueProducts in such countries.
8.2 (c) Upon termination of this Agreement Agreement, TEAMM will not for any reason except material breach by Eisai, Radius shall notify Eisai a period of two (2) years sell products which are competitive with 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 forProduct.
8.3 In either case that Radius (d) If Respirics terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3pursuant to Sections 5.7, 7.4, 7.5 or 7.6, Radius 11.2, or 11.3 hereof, TEAMM shall provide or transfer deliver to Eisai Respirics all technical of TEAMM’s customer lists, existing orders, promotional materials, marketing data and programs, business plans, and all other related 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 concerning its sales efforts with respect to the license Products in order to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-Howenable Respirics to undertake sales of Products upon such termination, Eisai will have the option to assumeprovided that such information shall be considered Respirics’ Proprietary Information hereunder thereafter, subject to the extent transferable, any third party licenses obligations of non-use and agreements relating to the Product without compensation to Radius; confidentiality prescribed in this right is independent and subordinate to the rights of such each sublicensee under Article 8.5Agreement.
8.4 Termination (e) Sections of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from survive any termination of this Agreement except those described in this Article 8 as well as Articles 1which relate to confidentiality and indemnification, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided otherwise which 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or which relate to obligations of Radius the parties accrued prior 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 Agreementtermination.
Appears in 1 contract
Samples: Distribution Agreement (Accentia Biopharmaceuticals Inc)
Rights and Duties Upon Termination. 8.1 (a) except as set forth in Sections 3 and 7, termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either party prior to the effective date of termination, including any royalty payment obligations incurred on Product sold prior to the date of termination.
(b) upon termination of this agreement, Collegium agrees to remove TEAMM’s NDC from the Product before the next Product batch is manufactured.
(c) if this agreement is terminated by Collegium for any reason then;
(i) TEAMM shall give Collegium a detailed accounting of all Product in process of being manufactured, the associated actual costs, the Product schedule to be manufactured, and what can be cancelled and any costs associated with the cancellation. These costs should be in line with the forecasts supplied to Collegium for manufacturing and reasonable expected inventories of components based on lead time for supply;
(ii) Collegium will have the option of purchasing the components and in-process Product from TEAMM at TEAMM’s out of pocket expense or,
(iii) give TEAMM the option of selling the remaining Product under the terms of this Agreement. Collegium shall also have the option of taking ownership of any portion of the existing inventory by reimbursing TEAMM for the Purchase Price for such inventory. If Collegium takes ownership of the Product, then Collegium will be responsible for any rebates (including Medicaid) incurred on the sale of the Product after the termination and billed to TEAMM’s NDC, or
(iv) discontinuing manufacturing of the Product at which point TEAMM will pay the Contract Manufacturer for all of its costs associated with termination. If Collegium sells Finished product within the next 3 months that includes any of the items that were reimbursed by TEAMM, Collegium shall refund to TEAMM that amount that TEAMM paid for those items. If TEAMM is offered and accepts the right to sell the products, then the same royalty described in Section 7.2 of the agreement will remain in place. The Net Sales will be adjusted by any rebates, cash discounts and returns that are reasonable to accrue to the sales of the Product by upon the history of the Product. The full adjustment shall be made within 90 days of the final sale of the products.
(d) Upon termination of this Agreement, Eisai TEAMM, upon Collegium’s request, shall have assign to Collegium (or such other entities designated by Collegium), materials specific to the Product; Product approvals, Product contracts, Distribution agreements, Managed care agreements, registrations and regulatory approvals to sell the Product in the Territory; or, if assignment of any such registration, approval or contract is not permissible under applicable law, where requested by Collegium, TEAMM shall grant Collegium (or its designee) a right of reference to retain any sums already paid by Radius hereundersuch contracts, registrations, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then dueapprovals.
8.2 (e) Upon termination of this Agreement, TEAMM or its Affiliates will not sell, develop, manufacture or cause to have sold, developed or manufactured any Competitive Products for a period of one (1) year. And, in no cases shall TEAMM share any Proprietary information of Collegium’s with another party for the purpose of selling, developing or manufacturing a Competitive Product.
(f) If Collegium terminates this Agreement TEAMM shall deliver to Collegium all of TEAMM’s customer lists, existing orders, promotional materials, marketing data and programs, business plans, Product contracts, and all other related information concerning its sales efforts with respect to the Product in order to enable Collegium to undertake sales of Product upon such termination, provided that such information shall be considered Collegium’s Proprietary Information hereunder thereafter, subject to the obligations of non-use and confidentiality prescribed in this Agreement. Collegium shall pay TEAMM a mutually agreed upon price for any reason except material breach such materials, not to exceed the actual direct out-of-pocket costs incurred by Eisai, Radius shall notify Eisai TEAMM for the production of the amount materials. TEAMM shall assist Collegium as Collegium may reasonably request in the uninterrupted transition for sales of the Product Radius then have on handby Collegium or its agents.
(g) If the License Agreement is terminated by TEAMM because Collegium has materially breached and not cured the terms of the Definitive Agreement post-launch of the Product, in the case where Collegium continues to sell the Product, TEAMM shall, in addition to all other available remedies, receive a royalty equal to [ * ] ([ * ]%) of Collegium’s Net Proceeds, if any, from the Product during the consecutive 12 month period following the contract termination. Net Proceeds shall be defined as any net sales, license fees, milestones, royalties or similar payments, received by Collegium in respect of the sale of which wouldthe Product in the Territory. If TEAMM has not met agreed upon performance milestones described in Section 3.6, but for termination, as they may be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay adjusted by the royalty thereon at the time herein provided for.
8.3 In either case that Radius terminates this Agreement Joint Steering Committee in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3the provisions of section 3.6 (e), 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 shall revert back to Radius; this right is independent Collegium and subordinate to the rights of such each sublicensee under Article 8.5no trailing royalties shall be due.
8.4 Termination (h) Sections of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from survive any termination of this Agreement except those described in this Article 8 as well as Articles 1which relate to confidentiality and indemnification, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided otherwise which 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 nature cannot be responsible accomplished or fulfilled prior to such sublicensee for, any representations, warranties termination or which relate to obligations of Radius the parties accrued prior 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 Agreementtermination.
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Samples: Licensing and Distribution Agreement (Accentia Biopharmaceuticals Inc)
