Common use of Rights and Obligations on Termination Clause in Contracts

Rights and Obligations on Termination. In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations: (i) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable in respect of the Term prior to such termination as otherwise herein provided. (ii) Except as provided in Section 14.6, Celltech shall cease to market, promote, sell and distribute the Product and shall return to Orphan Medical, at Celltech’s expense, all copies of promotional and technical materials and artwork provided by Orphan Medical; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical shall pay all expenses related to such return of materials and artwork; (iii) Orphan Medical may, if Celltech elects not to pursue its sell-off rights under Section 14.6, repurchase Celltech’s inventory of non-obsolete and non-expired Product at the price paid by Celltech for such Product or direct Celltech to sell them to the Third Party or parties selected by Orphan Medical at the price paid by Celltech; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical must repurchase such inventory at the price paid by Celltech if Celltech elects not to pursue its sell-off rights under Section 14.6; (iv) Celltech shall return or, if requested by Orphan Medical, destroy all of Orphan Medical’s Proprietary Information, including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and (v) Celltech shall comply with the provisions of Section 10.4 regarding the assignment to Orphan Medical of trademark and/or patent rights registrations filed in Celltech’s name.

Rights and Obligations on Termination. In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations: (i) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable in respect of the Term prior to such termination as otherwise herein provided. (ii) Except as provided in Section 14.6, Celltech shall cease to market, promote, sell and distribute the Product and shall return to Orphan Medical, at Celltech’s 's expense, all copies of promotional and technical materials and artwork provided by Orphan Medical; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical shall pay all expenses related to such return of materials and artwork; (iii) Orphan Medical may, if Celltech elects not to pursue its sell-off rights under Section 14.6, repurchase Celltech’s 's inventory of non-obsolete and non-expired Product at the price paid by Celltech for such Product or direct Celltech to sell them to the Third Party or parties selected by Orphan Medical at the price paid by Celltech; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical must repurchase such inventory at the price paid by Celltech if Celltech elects not to pursue its sell-off rights under Section 14.6; (iv) Celltech shall return or, if requested by Orphan Medical, destroy all of Orphan Medical’s 's Proprietary Information, including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and (v) Celltech shall comply with the provisions of Section 10.4 regarding the assignment to Orphan Medical of trademark and/or patent rights registrations filed in Celltech’s name.Section

Rights and Obligations on Termination. In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations: (i) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable in respect of the Term prior to such termination as otherwise herein provided. (ii) Except as provided in Section 14.6, Celltech shall cease to market, promote, sell and distribute the Product and shall return to Orphan Medical, at Celltech’s 's expense, all copies of promotional and technical materials and artwork provided by Orphan Medical; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical shall pay all expenses related to such return of materials and artwork; (iii) Orphan Medical may, if Celltech elects not to pursue its sell-off rights under Section 14.6, repurchase Celltech’s 's inventory of non-obsolete and non-expired Product at the price paid by Celltech for such Product or direct Celltech to sell them to the Third Party or parties selected by Orphan Medical at the price paid by Celltech; provided, however, that if this Agreement is terminated by Celltech pursuant to Section 14.2(b), Orphan Medical must repurchase such inventory at the price paid by Celltech if Celltech elects not to pursue its sell-off rights under Section 14.6; (iv) Celltech shall return or, if requested by Orphan Medical, destroy all of Orphan Medical’s 's Proprietary Information, including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and (v) Celltech shall comply with the provisions of Section 10.4 regarding the assignment to Orphan Medical of trademark and/or patent rights registrations filed in Celltech’s 's name.