Common use of Rights and Obligations on Expiration or Termination Clause in Contracts

Rights and Obligations on Expiration or Termination. Upon termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory): (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect thereto. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings. (c) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (d) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.2, at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer. (e) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (f) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (g) In the event of termination of this Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1), the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (h) Subject to Section 3.5, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (i) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.

Rights and Obligations on Expiration or Termination. Upon termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory):apply: (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect thereto. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings. (cb) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.210.2 or as a result of the termination of the LLC Agreement pursuant to Section 14.1(b) thereof where Manufacturer is deemed the Withdrawing Member (as defined therein), Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (dc) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.210.2 or as a result of the termination of the LLC Agreement pursuant to Section 14.1(b) thereof where Purchaser is deemed the Withdrawing Member (as defined therein), at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer. (ed) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (fe) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (gf) In the event of termination of this Agreement in accordance with Section 10.2, or as a result of the termination of the LLC Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1)14.1(b) thereof, the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (hg) Subject to Section 3.53.4, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (ih) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.

Rights and Obligations on Expiration or Termination. 17.1 Promptly upon expiration or termination of this Agreement, Representative shall (a) cease to use the trade names and trademarks of GEHC and any parts thereof, and (b) remove any direct or indirect reference to such trade names and trademarks from all buildings under the control of Representative, and (c) ensure such cessation and removal by all persons claiming to have received any rights to use them from Representative. 17.2 Within [*] the expiration or termination of this Agreement, Representative shall provide to GEHC, in accordance with GEHC’s instructions and with GEHC to cover return shipping charges, the Consigned Products, if applicable, and all of Representative’s sales, marketing or prospecting records concerning the sale of Covered Products or related service or financing, including, without limitation, a list of the Served Market Customers and all information related to the Served Market Customers in Representative’s, its employees’, agents’, subcontractors’ or their employees’ possession or control. 17.3 Orders transmitted by Representative to GEHC or received by GEHC from Served Market Customers pursuant to Section 6.1 hereof within the [*] the expiration or termination of this Agreement, and sales of Covered Products occurring within the [*] the expiration or termination of this Agreement, shall entitle Representative to a commission as provided for in this Agreement; provided that Representative has informed GEHC in writing before the expiration or termination of this Agreement of all pending negotiations which may give rise to claims by Representative for commissions under this Section 17.3. 17.4 Anything to the contrary in this Agreement (including the Exhibits hereto) notwithstanding, Representative shall in no event be entitled to commissions on any order (whether placed before or after the expiration or termination of this Agreement) to the extent that the Covered Products ordered are not shipped within [*] after such expiration or termination. 17.5 The acceptance by GEHC of any purchase order from, or the sale of any Covered Products or associated service or financing to a Served Market Customer after the expiration or termination of this Agreement shall not be construed as a renewal, extension or waiver of termination of this Agreement. 17.6 Upon termination or expiration of this Agreement, GEHC may retain from commission payments owed to Representative hereunder a reasonable, as determined in GEHC's sole discretion, amount for a period of 30 days. In the event that a Served Market Customer order is cancelled, rescinded, revoked or otherwise repudiated as set forth in Section 6.5, GEHC may set-off against such retained monies owed Representative any commissions or portions of commissions previously owed to Representative and affected by the events described in Section 6.5. If GEHC determines not to retain such commissions or retains an inadequate amount, Representative agrees, within [*] after receipt of written notice, to refund to GEHC all amounts due to GEHC based upon such events. 17.7 No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Neither party will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases, or commitments made by either party or for any reason whatsoever based upon or growing out of such termination or expiration. 17.8 Except as otherwise expressly stated therein, [*] shall survive the termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory): (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect theretoreason. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings. (c) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (d) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.2, at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer. (e) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (f) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (g) In the event of termination of this Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1), the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (h) Subject to Section 3.5, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (i) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.

Rights and Obligations on Expiration or Termination. 17.1 Promptly upon expiration or termination of this Agreement, Representative shall (a) cease to use the trade names and trademarks of GEHC and any parts thereof, and (b) remove any direct or indirect reference to such trade names and trademarks from all buildings under the control of Representative, and (c) ensure such cessation and removal by all persons claiming to have received any rights to use them from Representative. 17.2 Within [*] days after the expiration or termination of this Agreement, Representative shall provide to GEHC, in accordance with GEHC’s instructions and with GEHC to cover return shipping charges, the Consigned Products, if applicable, and all of Representative’s sales, marketing or prospecting records concerning the sale of Covered Products or related service or financing, including, without limitation, a list of the Served Market Customers and all information related to the Served Market Customers in Representative’s, its employees’, agents’, subcontractors’ or their employees’ possession or control. 17.3 Orders transmitted by Representative to GEHC or received by GEHC from Served Market Customers pursuant to Section 6.1 hereof within the [*] days after the expiration or termination of this Agreement, and sales of Covered Products occurring within the [*] days after the expiration or termination of this Agreement, shall entitle Representative to a commission as provided for in this Agreement; provided that Representative has informed GEHC in writing before the expiration or termination of this Agreement of all pending negotiations which may give rise to claims by Representative for commissions under this Section 17.3. 17.4 Anything to the contrary in this Agreement (including the Exhibits hereto) notwithstanding, Representative shall in no event be entitled to commissions on any order (whether placed before or after the expiration or termination of this Agreement) to the extent that the Covered Products ordered are not shipped within [*] months after such expiration or termination. 17.5 The acceptance by GEHC of any purchase order from, or the sale of any Covered Products or associated service or financing to a Served Market Customer after the expiration or termination of this Agreement shall not be construed as a renewal, extension or waiver of termination of this Agreement. Confidential & Proprietary 17.6 Upon termination or expiration of this Agreement, GEHC may retain from commission payments owed to Representative hereunder a reasonable, as determined in GEHC’s sole discretion, amount for a period of 30 days. In the event that a Served Market Customer order is cancelled, rescinded, revoked or otherwise repudiated as set forth in Section 6.5, GEHC may set-off against such retained monies owed Representative any commissions or portions of commissions previously owed to Representative and affected by the events described in Section 6.5. If GEHC determines not to retain such commissions or retains an inadequate amount, Representative agrees, within [*] days after receipt of written notice, to refund to GEHC all amounts due to GEHC based upon such events. 17.7 No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Neither party will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases, or commitments made by either party or for any reason whatsoever based upon or growing out of such termination or expiration. 17.8 Except as otherwise expressly stated therein, Articles [*] and [*] shall survive the termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory): (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect theretoreason. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings. (c) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (d) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.2, at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer. (e) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (f) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (g) In the event of termination of this Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1), the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (h) Subject to Section 3.5, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (i) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.

Rights and Obligations on Expiration or Termination. 17.1 Promptly upon expiration or termination of this Agreement, Representative shall (a) cease to use the trade names and trademarks of GEHC and any parts thereof, and (b) remove any direct or indirect reference to such trade names and trademarks from all buildings under the control of Representative, and (c) ensure such cessation and removal by all persons claiming to have received any rights to use them from Representative. 17.2 Within [*] days after the expiration or termination of this Agreement, Representative shall provide to GEHC, in accordance with GEHC’s instructions and with GEHC to cover return shipping charges, the Consigned Products, if applicable, and all of Representative’s sales, marketing or prospecting records concerning the sale of Covered Products or related service or financing, including, without limitation, a list of the Served Market Customers and all information related to the Served Market Customers in Representative’s, its employees’, agents’, subcontractors’ or their employees’ possession or control. 17.3 Orders transmitted by Representative to GEHC or received by GEHC from Served Market Customers pursuant to Section 6.1 hereof within the [*] days after the expiration or termination of this Agreement, and sales of Covered Products occurring within the [*] days after the expiration or termination of this Agreement, shall entitle Representative to a commission as provided for in this Agreement; provided that Representative has informed GEHC in writing before the expiration or termination of this Agreement of all pending negotiations which may give rise to claims by Representative for commissions under this Section 17.3. 17.4 Anything to the contrary in this Agreement (including the Exhibits hereto) notwithstanding, Representative shall in no event be entitled to commissions on any order (whether placed before or after the expiration or termination of this Agreement) to the extent that the Covered Products ordered are not shipped within [*] months after such expiration or termination. 17.5 The acceptance by GEHC of any purchase order from, or the sale of any Covered Products or associated service or financing to a Served Market Customer after the expiration or termination of this Agreement shall not be construed as a renewal, extension or waiver of termination of this Agreement. Confidential & Proprietary 17.6 Upon termination or expiration of this Agreement, GEHC may retain from commission payments owed to Representative hereunder a reasonable, as determined in GEHC's sole discretion, amount for a period of 30 days. In the event that a Served Market Customer order is cancelled, rescinded, revoked or otherwise repudiated as set forth in Section 6.5, GEHC may set-off against such retained monies owed Representative any commissions or portions of commissions previously owed to Representative and affected by the events described in Section 6.5. If GEHC determines not to retain such commissions or retains an inadequate amount, Representative agrees, within [*] days after receipt of written notice, to refund to GEHC all amounts due to GEHC based upon such events. 17.7 No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Neither party will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases, or commitments made by either party or for any reason whatsoever based upon or growing out of such termination or expiration. 17.8 Except as otherwise expressly stated therein, Articles [*] and [*] shall survive the termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory): (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect theretoreason. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer shall each cooperate with the other in an orderly winding up of their respective dealings. (c) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer certify to Manufacturer the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by Manufacturer, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (d) In the event of termination of this Agreement by Manufacturer in accordance with Section 10.2, at Manufacturer's option, outstanding unpaid invoices rendered by Manufacturer in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by Manufacturer. (e) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (f) Purchaser shall provide Manufacturer with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (g) In the event of termination of this Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1), the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (h) Subject to Section 3.5, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (i) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.

Rights and Obligations on Expiration or Termination. Upon termination or expiration of this Agreement for any reason whatsoever the following provisions shall apply (if the rights and obligations under Section 2.1 are terminated with respect to any country or Region in the Territory in accordance with this Agreement the following provisions shall apply to such country or Region of the Territory):apply: (a) To the extent permitted under Applicable Law, Purchaser shall provide to Manufacturer within thirty (30) days a complete listing of all Government Approvals and shall comply with Section 5.2(f) hereof with respect thereto. (b) After the date which is three (3) months from the date of termination or expiration, Purchaser shall cease to promote, market or advertise the Products. Purchaser and Manufacturer Supplier shall each cooperate with the other in an orderly winding up of their respective dealings. (cb) Except in the event of termination of this Agreement by Purchaser in accordance with Section 10.210.2 or as a result of the termination of the LLC Agreement pursuant to Section 14.1(b) thereof where Supplier is deemed the Withdrawing Member (as defined therein), Purchaser shall within thirty (30) days of expiration or receipt of notice of termination by Manufacturer Supplier certify to Manufacturer Supplier the destruction at its own expense of all Promotional Materials relating to the Products then in the possession of the Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall, if requested by ManufacturerSupplier, return, at its own expense, all samples of Products if such samples have been provided free of charge to Purchaser. (dc) In the event of termination of this Agreement by Manufacturer Supplier in accordance with Section 10.210.2 or as a result of the termination of the LLC Agreement pursuant to Section 14.1(b) thereof where Angeion is deemed the Withdrawing Member (as defined therein), at ManufacturerSupplier's option, outstanding unpaid invoices rendered by Manufacturer Supplier in respect of the Products shall become immediately due and payable by Purchaser and invoices with respect to Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. In any event, Purchaser shall continue to pay all amounts due hereunder prior to the effective date of termination and all amounts due thereafter including amounts in respect of the Product ordered by Purchaser prior to the date of termination and delivered by ManufacturerSupplier. (ed) To the extent applicable, Purchaser shall provide the FDA Tracking Information in the form and within the time limits specified in this Agreement. (fe) Purchaser shall provide Manufacturer Supplier with such information regarding patients in whom the Products have been implanted and at such times as reasonably necessary to allow Manufacturer Supplier to service such Products and comply with all Applicable Laws. Purchaser understands that Manufacturer Supplier or its designee may be obligated to continue to contact Purchaser's customers after expiration or termination of this Agreement to allow Manufacturer Supplier to comply with United States law and regulatory requirements to collect and update periodically the FDA Tracking Information throughout the time the Products are implanted in patients. Manufacturer agrees to use such FDA Tracking Information and any information regarding customers or patients provided to Manufacturer by Purchaser hereunder only to the extent required for Manufacturer's compliance with Applicable Laws and Manufacturer shall not provide or make any such information available to its sales force, distributors or sales agents or representatives unless this Agreement has been terminated by Manufacturer in accordance with Section 10.2(b). (gf) In the event of termination of this Agreement in accordance with Section 10.2 or as a result of the termination of the LLC Agreement pursuant to Sections 10.2 (but not any expiration under Section 10.1)14.1(b) thereof, the terminating Party may at its sole discretion cancel by prompt written notice any Orders for the Products which are unshipped at the date of such termination. (hg) Subject to Section 3.53.3, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party all documents, letters, records, notebooks, papers, writings, designs, drawings, models, blueprints and all other materials and all copies thereof embodying or showing any of the Technical Information provided by Manufacturer Supplier or any Confidential Information disclosed by either Party, in each case which is then in the Party's possession or under its control, by whomever prepared, and all other property owned by one Party but in the possession of the other Party shall be returned. (ih) Unless otherwise expressly provided in this Agreement, upon the termination or expiration of this Agreement, neither Party shall have any further duties or obligations to the other under this Agreement; provided, however, that no such termination or expiration shall relieve either Party from any liability for which it is otherwise responsible under this Agreement (including liabilities under Article 9 of this Agreement) with respect to any event, occurrence, transaction, act or omission which occurred prior to the date of such termination or expiration or with respect to any losses, liabilities or claims arising out of any breach or default under this Agreement.