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: (a) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable; (b) The following Sections and Articles shall survive any termination or expiration of this Agreement: Sections 1.3, 1.4 (but only to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12; (c) Distributor shall return to Keystone, at Distributor’s expense, all copies of Promotional Literature; (d) Distributor shall assign to Keystone, without charge or expense to Keystone, any and all of Distributor’s rights to local registrations in the Territory pertaining to the Products; (e) Distributor shall cease to distribute the Products and in connection therewith, Keystone may, at its option, (i) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all of the Products in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone in its sole discretion and/or (iii) repurchase some or all of Distributor’s demonstration and loaner products. In the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1)., such repurchase shall be at the net price paid by Distributor for the Products and, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone shall have the right to reject and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For the avoidance of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issued, unmarked packaging. (f) Each party shall return or, if requested by the other party, destroy all confidential information of the other party (including Confidential Information held by Distributor or its agents, advisors or representatives), including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and (g) Upon the effective date of termination or expiration of this Agreement, Distributor shall immediately cease any use of the Keystone Trademarks in any manner, or any confusingly similar imitation thereof, and shall destroy all packaging, advertising material, labels and other printed materials bearing the Keystone Trademarks. In addition, Distributor hereby empowers Keystone and shall assist Keystone, if requested, to cancel, revoke or withdraw any governmental registration or authorization permitting Distributor to use Keystone Trademarks in the Territory.

Rights and Obligations on Termination. In the event of termination of this Restated Agreement for any reason, the parties shall have the following rights and obligations:; (ai) Neither Termination of this Restated Agreement shall not release either party shall be released from the obligation to make payment of all amounts then or thereafter due and payable; (bii) The following Sections and Articles shall survive any termination or expiration Termination of this Agreement: Sections 1.3, 1.4 (but only Restated Agreement shall not affect the rights of CONVATEC to fulfill its commitments to any customer of CONVATEC who has entered into a valid and binding purchase agreement for the Products prior to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12effective date of such termination; (ciii) Distributor Termination of this Restated Agreement shall return not relieve ROCHESTER of its obligation to Keystonefill then outstanding CONVATEC orders of Products, at Distributor’s expense, all copies not exceeding a total of Promotional Literatureone-third (1/3)of the previous twelve (12) months' CONVATEC orders of Product; (div) Distributor shall assign to Keystone, without charge or expense to Keystone, any and all of Distributor’s rights to local registrations in the Territory pertaining to the Products; (e) Distributor shall cease to distribute the Products and in connection therewith, Keystone may, at its option, (i) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all of the Products in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone in its sole discretion and/or (iii) repurchase some or all of Distributor’s demonstration and loaner products. In the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1)., such repurchase shall be at the net price paid by Distributor for the Products and, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone CONVATEC shall have the right to reject sell off the inventory of Products which it has on hand and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For then outstanding purchase orders of Products to the avoidance effective date of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issued, unmarked packaging.such termination; (fv) Each party shall return or, if requested by to the other any copies of the other party, destroy all confidential information 's Confidential Information excepting one copy to be retained by counsel for each party to be used exclusively (a) to determine the rights and obligations of the other party (including parties arising from this Restated Agreement and the maintenance of Confidential Information held by Distributor or its agentspursuant thereto, advisors or representatives), including, if applicable, all electronic copies thereof and shall certify in writing that it has done so(b) to satisfy any governmental record retention compliance responsibilities; and (gvi) Upon the effective date of Section 2 (Representations and Warranties), Section 18 (Indemnification), Section 20 (Confidential Information), Section 23 (Trademarks), Section 27(B) (Rights and Obligations on Termination), Section 32 (Governing Law), Section 33 (Arbitration), Section 34 (Severability) and Section 37 (Mutual Release) shall survive termination or expiration of this Restated Agreement, Distributor shall immediately cease any use of the Keystone Trademarks in any manner, or any confusingly similar imitation thereof, and shall destroy all packaging, advertising material, labels and other printed materials bearing the Keystone Trademarks. In addition, Distributor hereby empowers Keystone and shall assist Keystone, if requested, to cancel, revoke or withdraw any governmental registration or authorization permitting Distributor to use Keystone Trademarks in the Territory.

Rights and Obligations on Termination. In the event of termination of If this Agreement is terminated for any reason, the parties Parties shall have the following rights and obligations: (a) Neither party Termination of this Agreement shall be released not release either Party from the obligation to make payment of all amounts then or thereafter due and payable; (b) The following Sections Each Party's respective obligations of non-use and Articles non-disclosure under Article 11.0 shall survive any termination or expiration of this Agreement: Sections 1.3, 1.4 (but only to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12as provided in Section 11.4; (c) Distributor Each Party's respective obligations of indemnification under Article 8.0 and to settle all disputes, controversies or claims under Article 13.0 shall return to Keystone, at Distributor’s expense, all copies survive such termination of Promotional Literaturethis Agreement; (d) Distributor The license granted under Section 3.2 and the provisions of Section 3.3 shall assign to Keystone, without charge or expense to Keystone, any survive termination of this Agreement and all of Distributor’s rights to local registrations in the Territory pertaining such license shall extend to the Productswhole world, including the Territory; (e) Distributor shall cease to distribute the Products Kissei (and in connection therewithany permitted sublicensees) shall, Keystone may, at its option, within ninety (i90) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all days of the Products date of the termination of this Agreement, return any documentation and all copies of documentation (in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone any media) in its sole discretion and/or (iii) repurchase some possession, custody or all of Distributor’s demonstration and loaner products. In control that contain the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1).MGI's Confidential Information, such repurchase shall be at the net price paid by Distributor for the Products and, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone shall have the right to reject and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For the avoidance of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issuedany Health Registration Dossiers, unmarked packaging. (f) Each party shall return orthe Drug Master File, if requested by and the other partySupporting Data, destroy all confidential information of the other party (including Confidential Information held by Distributor or its agents, advisors or representatives), including, if applicable, all electronic copies thereof and shall certify in writing that it has done soso after a reasonable examination of all its files where such documentation has been maintained; and (gf) Upon If Kissei or any permitted sublicensee has any remaining inventory of Licensed Products, there will be a sell-off period of ninety (90) days after the effective date of termination or expiration of this Agreementin which such residual inventory may be sold, Distributor provided Product Royalties shall immediately cease be due and owing on any use of the Keystone Trademarks in any manner, or any confusingly similar imitation thereofsuch sales. After that date, and shall destroy all packagingat the option of MGI, advertising material, labels Kissei or its permitted sublicensees may sell and other printed materials bearing MGI may buy any unsold remaining inventory at a price to be negotiated between the Keystone Trademarks. In addition, Distributor hereby empowers Keystone and shall assist Keystone, if requested, to cancel, revoke or withdraw any governmental registration or authorization permitting Distributor to use Keystone Trademarks in the TerritoryParties.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties shall have the following rights and obligations: (a) The Representative shall cease soliciting orders for the Services; (b) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and payable; (bc) Sections 2.2(h) (for one year), 2.4, 4, 5.4 (for one year), 7 and 11 shall survive. (d) Each Party shall cease to use and shall return all items of Confidential Information, and the materials described above in Sections 5.2 and 5.5, to the other Party, including items containing any mailing lists, trademarks, designs and markings owned or controlled by the other Party and shall erase all copies of Confidential Information, and the materials referenced in Sections 5.2 and 5.5 above, from its computer systems. If requested by a Party, the other Party shall certify that it has ceased to use, erased and returned all Confidential Information. (e) Representative shall be entitled to the commissions provided in Section 2.2 hereof with respect to all orders (i) procured and presented by Representative from Customers and (ii) received by Pitney Xxxxx prior to the effective date of such termination and (iii) which are accepted by Pitney Xxxxx as provided herein, provided that performance of Services commences within six months of the effective date of termination. The following Sections and Articles acceptance by Pitney Xxxxx subsequent to such termination of orders solicited by Representative shall survive not be construed as a renewal or extension of this Agreement or as a waiver of termination. Under no circumstances shall Pitney Xxxxx be liable for commissions or any other compensation with respect to orders received by Pitney Xxxxx after the termination or expiration of this Agreement: Sections 1.3, 1.4 (but only to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12; (c) Distributor shall return to Keystone, at Distributor’s expense, all copies of Promotional Literature; (d) Distributor shall assign to Keystone, without charge or expense to Keystone, any and all of Distributor’s rights to local registrations in the Territory pertaining to the Products; (e) Distributor shall cease to distribute the Products and in connection therewith, Keystone may, at its option, (i) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all of the Products in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone in its sole discretion and/or (iii) repurchase some or all of Distributor’s demonstration and loaner products. In the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1)., such repurchase shall be at the net price paid by Distributor for the Products and, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone shall have the right to reject and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For the avoidance of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issued, unmarked packaging. (f) Each party shall return orIf Pitney Xxxxx is determined, if requested by the other party, destroy all confidential information in accordance with an order of the other party (including Confidential Information held by Distributor or its agents, advisors or representatives), including, if applicable, all electronic copies thereof and shall certify in writing that it has done so; and (g) Upon the effective date a court of termination or expiration of this Agreement, Distributor shall immediately cease any use of the Keystone Trademarks in any manner, or any confusingly similar imitation thereof, and shall destroy all packaging, advertising material, labels and other printed materials bearing the Keystone Trademarks. In addition, Distributor hereby empowers Keystone and shall assist Keystone, if requestedcompetent jurisdiction, to cancelhave materially breached this Agreement entitling Representative to terminate this Agreement in accordance with Sections 9.1 and 9.2, revoke or withdraw any governmental registration or authorization permitting Distributor then following such termination, Representative shall be entitled to use Keystone Trademarks in the Territoryrefer Services to other third - party providers.

Rights and Obligations on Termination. In the event of termination of If this Agreement is terminated for any reason, the parties Parties shall have the following rights and obligations: (a) Neither party Termination of this Agreement shall be released not release either Party from the obligation to make payment of all amounts then or thereafter due and payable; (b) The following Sections Each Party's respective obligations of non-use and Articles non-disclosure under Article 11.0 shall survive any termination or expiration of this Agreement: Sections 1.3, 1.4 (but only to the extent Distributor is obligated to indemnify Keystone), 2.3, 2.6, 2.7, 2.8, 2.11, 2.13 and Sections 5, 6, 7, 8, 9, 10, 11 and 12as provided in Section 11.4; (c) Distributor Each Party's respective obligations of indemnification under Article 9.0 (as provided in Section 9.4) and to settle all disputes, controversies or claims under Article 13.0 (as provided in Section 13.6) shall return to Keystone, at Distributor’s expense, all copies survive such termination of Promotional Literature; this Agreement; (d) Distributor The license granted under Section 3.2 shall assign survive termination of this Agreement and such license shall extend to Keystonethe whole world, without charge or expense including the Territory and the licenses granted under Sections 4.7 and 4.8 shall survive termination of this Agreement, provided, however, that the licenses granted under Sections 3.2, 4.7 and 4.8 insofar as they relate to Keystone, any and all of Distributor’s rights to local registrations the Territory shall not survive termination in the Territory pertaining to event that this Agreement is terminated by Dainippon for cause under the Productsprovisions of Section 12.4(b); (e) Distributor Unless this Agreement has been terminated by Dainippon for cause as provided under the provisions of Section 12.4(b) in which case this Section shall cease to distribute the Products not apply, Dainippon (and in connection therewithany permitted sublicensees) shall, Keystone may, at its option, within ninety (i90) repurchase some or all of Distributor’s inventory of non-obsolete and non-expired Products at the price paid by Distributor for such Products or direct Distributor to sell them to the third party or parties selected by Keystone, (ii) permit Distributor to continue to sell and distribute some or all days of the Products date of the termination of this Agreement, return any documentation and all copies of documentation (in Distributor’s inventory for a limited period of time in accordance with terms and conditions to be set forth by Keystone any media) in its sole discretion and/or (iii) repurchase some possession, custody or all control that contain Proprietary Product Information of Distributor’s demonstration and loaner products. In the event that Keystone elects to repurchase from Distributor some or all of Distributor’s inventory of Products pursuant to Section 10.4(e)(1).either Party, such repurchase shall be at the net price paid by Distributor for the Products andMGI's Confidential Information, upon tender by Keystone of the required repurchase price, Distributor shall be obligated to promptly deliver such Products to Keystone; provided, however, that Keystone shall have the right to reject and not accept for delivery any Product not in salable condition or any Product which is open or not in its original, unmarked Keystone packaging. For the avoidance of doubt, the parties hereto expressly agree that Keystone shall not be obligated to accept for delivery any Product delivered to Keystone in accordance with Section 10.4(e)(i) above if changes, alterations or modifications (including, without limitation, overlabelling) have been made to Keystone’s originally issuedany Health Registration Dossiers, unmarked packaging. (f) Each party shall return orthe Drug Master File, if requested by and the other partySupporting Data, destroy all confidential information of the other party (including Confidential Information held by Distributor or its agents, advisors or representatives), including, if applicable, all electronic copies thereof and shall certify in writing that it has done soso after a reasonable examination of all its files where such documentation has been maintained; (f) Unless this Agreement has been terminated by Dainippon for cause as provided under the provisions of Section 12.4(b) in which case this Section shall not apply, Dainippon (and any permitted sublicensees) shall transfer title and possession of any and all Health Registration Dossiers, Marketing Authorizations, Pricing Approvals and Reimbursement Approvals and any related regulatory filings or Supporting Data to MGI or MGI's designee immediately upon termination of the Agreement and shall take any and all actions reasonably necessary to enable MGI or its designee to begin marketing of or attempting to gain permission to market Products in the Territory immediately upon termination of this Agreement; and (g) Upon Unless this Agreement has been terminated by Dainippon for cause as provided under the provisions of Section 12.4(b) in which case this Section shall not apply, if Dainippon or any permitted sublicensee has any remaining inventory of Products, there will be a sell-off period of ninety (90) days after the effective date of termination or expiration of this Agreement, Distributor shall immediately cease any use of the Keystone Trademarks in any manner, or any confusingly similar imitation thereofwhich such residual inventory may be sold. After that date, and shall destroy all packagingat the option of MGI, advertising material, labels Dainippon or its permitted sublicensees may sell and other printed materials bearing MGI may buy any unsold remaining inventory at a price to be negotiated between the Keystone Trademarks. In addition, Distributor hereby empowers Keystone and shall assist Keystone, if requested, to cancel, revoke or withdraw any governmental registration or authorization permitting Distributor to use Keystone Trademarks in the TerritoryParties.