Common use of Rights and Duties Upon Termination Clause in Contracts

Rights and Duties Upon Termination. Upon the termination of this Agreement, all rights granted by Argent to Vertical pursuant to Section 3.1 hereof shall revert to Argent and Argent shall have the right to receive any payments 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 8.5 that have accrued as of the date of termination (or thereafter if Vertical sells any remaining inventory of the Products after the date of termination). In addition, 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 (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 any Trademark(s) for the Products. Vertical further agrees to promptly execute any documents necessary to perfect such trademark rights in Argent (or 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 other consideration that has accrued as of the date of termination and is owed to Argent by Vertical pursuant to Section 8 above. Sections of this Agreement that relate to confidentiality, indemnification, choice of law and jurisdiction, and dispute resolution, including, without limitation, Sections 9, 10, 11.4, 11.5, 11.6, 12.1 and 12.2, or that otherwise by their nature cannot be accomplished or fulfilled prior to termination or that relate to obligations of the parties accrued prior to termination, shall survive any termination of this Agreement.

Rights and Duties Upon Termination. Upon 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, all rights granted by Argent to Vertical pursuant to Section 3.1 hereof . Prices for Products shall revert to Argent and Argent shall have remain at the right to receive any payments 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 8.5 that have accrued as level of the date of termination (or thereafter immediately prior year adjusted solely for increases/decreases in material, labor, and reasonable overhead; provided, however, that if Vertical sells any remaining inventory of the Products after the date of termination). In addition, 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 (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 any Trademark(s) for the Products. Vertical further agrees to promptly execute any documents necessary to perfect such trademark rights in Argent (or 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 other consideration that has accrued as of the date of termination and is owed to Argent by Vertical pursuant does not relate to Section 8 above11.2(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, and to the extent permitted under applicable law, in each and every case for a price paid by Pharmanetics 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 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 grant Pharmanetics (or its designee) a right of reference to such registrations and approvals. Bayer shall otherwise use reasonable efforts to enable Pharmanetics to import and sell the Products in such countries. Upon termination of this Agreement by Bayer, Pharmanetics will not sell cards bearing Bayer marks except to Bayer. Sections of this Agreement that shall survive any termination of this Agreement which relate to confidentiality, confidentiality and indemnification, choice of law and jurisdiction, and dispute resolution, including, without limitation, Sections 9, 10, 11.4, 11.5, 11.6, 12.1 and 12.2, or that otherwise which by their nature cannot be accomplished or fulfilled prior to termination or that which relate to obligations of the parties accrued prior to termination. Non-Competition. Bayer shall not, shall survive any termination during the 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.