Common use of Rights and Duties Upon Termination Clause in Contracts

Rights and Duties Upon Termination. 13.01 Upon termination of this Agreement and subject to the provisions contained in Section 2, PTL shall have the right to retain any sums already paid by SB hereunder, and SB shall pay all sums accrued hereunder which are then due. 13.02 Upon termination of this Agreement under Sections 12.04, 12.05 and 12.06, SB shall notify PTL of the amount of PRODUCT 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 SB and its AFFILIATES and its sublicensees and its distributors shall thereupon be permitted to sell that amount of PRODUCT provided that SB shall pay the royalty thereon at the time herein provided for. 13.03 Termination of this Agreement shall terminate all outstanding obligations and liabilities between the parties arising from this Agreement except those described in Sections 2.08, 2.09, 8.04, 8.05, 8.07, 8.08, 9.03, 9.06, 9.07, 9.08, 10.01, 11.01, 11.02, 11.03, 11.04, 11.05, 13.01, 13.02, 13.03, 16.01, 17.01 and 19.01. 13.04 Upon termination under Sections12.03, 12.04 (but only in the event SB is the party in default), 12.05 or 12.06 (but only in the event SB is the `other party'), and providing SB or an AFFILIATE of SB has ceased to, or does not, conduct activities in the FIELD, or in any SPECIFIC FIELD as the case may be, within six (6) months after termination, PTL shall have a first right to negotiate with SB a license of rights in such FIELD or SPECIFIC FIELD, to any invention or discovery owned by SB as are referred to in Sections 2.08 and 2.09. 13.05 Without prejudice to Section 2.09 and Section 12.07, in the case of termination under Section 12.04 the non-breaching party, or in the case of termination under Section 12.06 the `other party', or either party in the case of termination otherwise than under Sections 12.04 and 12.06, shall have the rights to exploit any jointly owned know-how and /or patents in the FIELD, without any further obligations to the other party, provided that this grant clause shall in no event be construed as granting rights to SB to use PTL's solely owned TECHNOLOGY, nor to PTL to use any of SB's solely owned know-how,inventions, discoveries and/or patents in the FIELD irrespective of whether jointly owned patents or know-how relate to the same subject matter, and in the event such solely owned patents dominate the jointly owned patents in any manner, the party in need of a licence thereto will have to seek this licence from the other party independently, and such other party shall have no obligation whatsoever to come to an agreement with said party in need 13.06 Nothwithstanding anything to the contrary in this Agreement, the parties agree that upon termination of this Agreement for any reason whatsoever, other than a termination under Sections 12.04 or 12.06, rights to any invention or discovery []* For the avoidance of doubt, it is acknowledged and agreed by the parties that both parties will be free to exercise the rights assigned to them under this Section 13.06.

Rights and Duties Upon Termination. 13.01 11.01 Upon termination of this Agreement and subject to the provisions contained in Section 2Agreement, PTL JAGOTEC shall have the right to retain any sums already paid by SB hereunder, and SB shall pay all sums accrued hereunder which are then due.. –15– 13.02 11.02 Upon termination of this Agreement AGREEMENT in its entirety or with respect to any country under Sections 12.04Paragraphs 10.04, 12.05 and 12.0610.05 or 10.06, SB shall notify PTL JAGOTEC of the amount of PRODUCT SB, its AFFILIATES and its sublicensees and its distributors the Selling Party (as defined in Paragraph 1.12) then have on hand, the sale of which would, but for the termination, be subject to royalty, and SB and its AFFILIATES and its sublicensees and its distributors the Selling Party shall thereupon be permitted to sell that amount of PRODUCT in such country or countries of the TERRITORY in which the termination is effective, during a period of not more than [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission], provided that SB shall pay the royalty thereon at the time herein provided for, and provided further, that the rights granted to SB under this AGREEMENT with respect to manufacturing PRODUCT in such country or countries of the TERRITORY in which the termination is effective shall immediately terminate upon such termination. 13.03 11.03 Termination of this Agreement AGREEMENT shall terminate all outstanding obligations and liabilities between the parties arising from this Agreement AGREEMENT and the LETTER except those described in Sections 2.08Paragraphs 2.02, 2.093.07, 8.044.01, 8.054.02 (second sentence), 8.076.02, 8.086.03 (second and third sentence), 9.036.03 (all other sentences, 9.06but only for the time period specified), 9.076.04, 9.086.05, 10.016.06, 11.016.07, 11.026.08, 11.037.01, 11.047.04, 11.057.05, 13.017.06, 13.027.07, 13.037.08 and Articles 8, 16.019, 17.01 and 19.0111 through 23. In addition, any other provision required to interpret and enforce the parties' rights and obligations under this AGREEMENT and the LETTER shall also survive, but only to the extent required for the full observation and performance of this AGREEMENT and the LETTER. 13.04 Upon termination under Sections12.03, 12.04 (but only 11.04 Termination of the AGREEMENT in accordance with the event SB is the party provisions hereof shall not limit remedies which may be otherwise available in default), 12.05 law or 12.06 (but only in the event SB is the `other equity to either party'), and providing SB or an AFFILIATE of SB has ceased to, or does not, conduct activities in the FIELD, or in any SPECIFIC FIELD as the case may be, within six (6) months after termination, PTL shall have a first right to negotiate with SB a license of rights in such FIELD or SPECIFIC FIELD, to any invention or discovery owned by SB as are referred to in Sections 2.08 and 2.09. 13.05 Without prejudice to Section 2.09 and Section 12.07, in the case of termination under Section 12.04 the non-breaching party, or in the case of termination under Section 12.06 the `other party', or either party in the case of termination otherwise than under Sections 12.04 and 12.06, shall have the rights to exploit any jointly owned know-how and /or patents in the FIELD, without any further obligations to the other party, provided that this grant clause shall in no event be construed as granting rights to SB to use PTL's solely owned TECHNOLOGY, nor to PTL to use any of SB's solely owned know-how,inventions, discoveries and/or patents in the FIELD irrespective of whether jointly owned patents or know-how relate to the same subject matter, and in the event such solely owned patents dominate the jointly owned patents in any manner, the party in need of a licence thereto will have to seek this licence from the other party independently, and such other party shall have no obligation whatsoever to come to an agreement with said party in need 13.06 Nothwithstanding anything to the contrary in this Agreement, the parties agree that upon termination of this Agreement for any reason whatsoever, other than a termination under Sections 12.04 or 12.06, rights to any invention or discovery []* For the avoidance of doubt, it is acknowledged and agreed by the parties that both parties will be free to exercise the rights assigned to them under this Section 13.06.

Rights and Duties Upon Termination. 13.01 11.01 Upon termination of this Agreement and subject to the provisions contained in Section 2Agreement, PTL JAGOTEC shall have the right to retain any sums already paid by SB hereunder, and SB shall pay all sums accrued hereunder which are then due. 13.02 11.02 Upon termination of this Agreement AGREEMENT in its entirety or with respect to any country under Sections 12.04Paragraphs 10.04, 12.05 and 12.0610.05 or 10.06, SB shall notify PTL JAGOTEC of the amount of PRODUCT SB, its AFFILIATES and its sublicensees and its distributors the Selling Party (as defined in Paragraph 1.12) then have on hand, the sale of which would, but for the termination, be subject to royalty, and SB and its AFFILIATES and its sublicensees and its distributors the Selling Party shall thereupon be permitted to sell that amount of PRODUCT in such country or countries of the TERRITORY in which the termination is effective, during a period of not more than [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission], provided that SB shall pay the royalty thereon at the time herein provided for, and provided further, that the rights granted to SB under this AGREEMENT with respect to manufacturing PRODUCT in such country or countries of the TERRITORY in which the termination is effective shall immediately terminate upon such termination. 13.03 11.03 Termination of this Agreement AGREEMENT shall terminate all outstanding obligations and liabilities between the parties arising from this Agreement AGREEMENT and the LETTER except those described in Sections 2.08Paragraphs 2.02, 2.093.07, 8.044.01, 8.054.02 (second sentence), 8.076.02, 8.086.03 (second and third sentence), 9.036.03 (all other sentences, 9.06but only for the time period specified), 9.076.04, 9.086.05, 10.016.06, 11.016.07, 11.026.08, 11.037.01, 11.047.04, 11.057.05, 13.017.06, 13.027.07, 13.037.08 and Articles 8, 16.019, 17.01 and 19.0111 through 23. In addition, any other provision required to interpret and enforce the parties' rights and obligations under this AGREEMENT and the LETTER shall also survive, but only to the extent required for the full observation and performance of this AGREEMENT and the LETTER. 13.04 Upon termination under Sections12.03, 12.04 (but only 11.04 Termination of the AGREEMENT in accordance with the event SB is the party provisions hereof shall not limit remedies which may be otherwise available in default), 12.05 law or 12.06 (but only in the event SB is the `other equity to either party'), and providing SB or an AFFILIATE of SB has ceased to, or does not, conduct activities in the FIELD, or in any SPECIFIC FIELD as the case may be, within six (6) months after termination, PTL shall have a first right to negotiate with SB a license of rights in such FIELD or SPECIFIC FIELD, to any invention or discovery owned by SB as are referred to in Sections 2.08 and 2.09. 13.05 Without prejudice to Section 2.09 and Section 12.07, in the case of termination under Section 12.04 the non-breaching party, or in the case of termination under Section 12.06 the `other party', or either party in the case of termination otherwise than under Sections 12.04 and 12.06, shall have the rights to exploit any jointly owned know-how and /or patents in the FIELD, without any further obligations to the other party, provided that this grant clause shall in no event be construed as granting rights to SB to use PTL's solely owned TECHNOLOGY, nor to PTL to use any of SB's solely owned know-how,inventions, discoveries and/or patents in the FIELD irrespective of whether jointly owned patents or know-how relate to the same subject matter, and in the event such solely owned patents dominate the jointly owned patents in any manner, the party in need of a licence thereto will have to seek this licence from the other party independently, and such other party shall have no obligation whatsoever to come to an agreement with said party in need 13.06 Nothwithstanding anything to the contrary in this Agreement, the parties agree that upon termination of this Agreement for any reason whatsoever, other than a termination under Sections 12.04 or 12.06, rights to any invention or discovery []* For the avoidance of doubt, it is acknowledged and agreed by the parties that both parties will be free to exercise the rights assigned to them under this Section 13.06.