Common use of Rights Upon Expiration or Termination Clause in Contracts

Rights Upon Expiration or Termination. (a) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever, neither Party shall be relieved from any obligations accrued prior to the date of such expiration or termination, and the rights and obligations of the Parties under Sections 2.3, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5.2, 5.3, 6, 7.3, 8, and 9 shall survive any expiration or termination of this Agreement. (b) Upon the expiration of this Agreement at its regularly scheduled expiration date, neither Party shall have any further rights or obligations with respect to this Agreement, other than Conatus shall make any and all final reports and payments for the final quarter period. (c) Upon any termination of this Agreement, the rights granted under Section 2 hereof shall terminate. Except as otherwise provided in Section 7.3(d) with respect to work-in-progress, upon such termination Conatus shall discontinue, and shall cause its Affiliates to discontinue, the development, use, marketing and sale of Licensed Products. Upon any such termination, Conatus shall promptly return all materials, samples, documents, information and any other matters which embody or disclose the Patent Rights or Technical Information; provided, however, Conatus shall not be obligated to provide Idun with proprietary information which Conatus can show that it independently acquired or developed. In the event this Agreement is terminated, Conatus shall assign, and hereby assigns, and transfer to Idun all rights under sublicenses granted by Conatus hereunder. In no event will any such sublicensee be responsible for any obligations of Conatus to Idun that arose prior to the termination of this Agreement unless otherwise agreed pursuant to the provisions of the applicable sublicense. (d) Upon any termination of this Agreement, Conatus shall be entitled to finish any work-in-progress and to sell any completed inventory of Licensed Products covered by this terminated Agreement which remain on hand as of the date of termination, so long as Conatus pays directly to University the royalties applicable to said subsequent sales in accordance with the same terms and conditions as set forth in Section 3; provided, however, no such sales may be made after six (6) months from the date of termination.

Rights Upon Expiration or Termination. (a) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever, neither Party shall be relieved from any addition to those obligations accrued prior to the date of such expiration or termination, and the rights and obligations of the Parties under Sections 2.3, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5.2, 5.3, 6, 7.3, 8, and 9 shall survive any upon expiration or termination of this AgreementLicense Agreement contained elsewhere herein or provided by law, the following shall apply in the event of termination for any reason: (a) Each party shall promptly, but no later than thirty (30) days following the effective date of termination, pay to the other party all amounts due and owing hereunder. (b) Upon DNA shall provide DNA with a written report certified by an officer of DNA listing the expiration nature and quantity of this Agreement at the Products and other items, including all associated packaging, labels, advertising, promotional material, and displays in DNA's or its regularly scheduled expiration dateAffiliates' possession, neither Party shall have any further rights custody or obligations with respect to this Agreement, other than Conatus shall make any and all final reports and payments for control on the final quarter perioddate of termination. (c) Upon any termination of this Agreement, the All rights granted under Section 2 hereof to the parties hereunder shall terminate. Except as otherwise provided in Section 7.3(d) with respect to work-in-progress, upon such termination Conatus shall discontinueimmediately cease, and shall cause its Affiliates each party shall, as directed by the other party, either deliver to discontinue, other party or permanently and irretrievably destroy (and certify such destruction in writing) all physical and electronic evidence of the development, use, marketing and sale of Licensed Products. Upon any such termination, Conatus shall promptly return all materials, samples, documents, information and any other matters which embody or disclose the Patent Rights or Technical party's Confidential Information; provided, however, Conatus shall not be obligated to provide Idun with proprietary information which Conatus can show that it independently acquired or developed. In the event (i) except where this License Agreement is terminatedterminated by DNA pursuant to Section 7.2(a)(i) above, Conatus VISTA shall assignbe entitled to continue exercising its rights hereunder for a period of one hundred eighty (180) days of such expiration or termination; and (ii) except where this License Agreement is terminated by VISTA pursuant to Section 7.2(a)(i) or 7.2(b), DNA shall be entitled to continue marketing and distributing its inventory of the Products that is on hand at the time of such expiration or termination for a period of one hundred eighty (180) days, after which DNA shall immediately ship and deliver to VISTA, without charge to VISTA, all existing inventory of Product, any packaging, labels, advertising, promotional material, displays, and hereby assigns, any other items bearing the Licensed Xxxx and transfer to Idun all rights under sublicenses granted by Conatus hereunder. In no event will any such sublicensee be responsible for any obligations of Conatus to Idun that arose prior to the termination of this Agreement unless otherwise agreed pursuant to the provisions of the applicable sublicenserelated materials. (d) Upon any Termination of the Transfer Agreement or Distribution shall not operate to terminate this License Agreement; provided, that termination of this License Agreement shall automatically terminate the Transfer Agreement and Distribution Agreement, Conatus shall be entitled to finish any work-in-progress and to sell any completed inventory of Licensed Products covered by this terminated Agreement which remain on hand as of the date of termination, so long as Conatus pays directly to University the royalties applicable to said subsequent sales in accordance with the same terms and conditions as set forth in Section 3; provided, however, no such sales may be made after six (6) months from the date of termination.

Rights Upon Expiration or Termination. (a) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever, neither Party shall be relieved from any addition to those obligations accrued prior to the date of such expiration or termination, and the rights and obligations of the Parties under Sections 2.3, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5.2, 5.3, 6, 7.3, 8, and 9 shall survive any upon expiration or termination of this AgreementDistribution Agreement contained elsewhere herein or provided by law, the following shall apply in the event of termination for any reason: (a) Each party shall promptly, but no later than thirty (30) days following the effective date of termination, pay to the other party all amounts due and owing hereunder. (b) Upon DNA shall provide VISTA with a written report certified by an officer of DNA listing the expiration nature and quantity of this Agreement at its regularly scheduled expiration date, neither Party shall have any further rights or obligations with respect to this Agreement, other than Conatus shall make any all Authorized Products and all final reports other items, including all associated packaging, labels, advertising, Promotional Materials, and payments for displays, Documentation and any other items bearing the final quarter periodVISTA Marks or related to the Authorized Products in DNA’s or its Affiliates’ possession, custody or control on the date of termination. (c) Upon any termination of this Agreement, the rights granted under Section 2 hereof shall terminate. Except as otherwise expressly provided in Section 7.3(d) with respect herein, all rights granted to work-in-progress, upon such termination Conatus the parties hereunder shall discontinueimmediately cease, and shall cause its Affiliates each party shall, as directed by the other party, either deliver to discontinue, the development, use, marketing other party or permanently and sale of Licensed Products. Upon any irretrievably destroy (and certify such termination, Conatus shall promptly return destruction in writing) all materials, samples, documents, information physical and any other matters which embody or disclose the Patent Rights or Technical Information; provided, however, Conatus shall not be obligated to provide Idun with proprietary information which Conatus can show that it independently acquired or developed. In the event this Agreement is terminated, Conatus shall assign, and hereby assigns, and transfer to Idun all rights under sublicenses granted by Conatus hereunder. In no event will any such sublicensee be responsible for any obligations of Conatus to Idun that arose prior to the termination of this Agreement unless otherwise agreed pursuant to the provisions electronic evidence of the applicable sublicenseother party’s Confidential Information. (d) Upon any termination of this Agreement, Conatus VISTA shall be entitled to finish any work-in-progress and to sell any completed inventory of Licensed Products covered deliver all Orders previously accepted by this terminated Agreement which remain on hand DNA but yet undelivered as of the date of termination, so long as Conatus pays directly to University the royalties applicable to said subsequent sales termination provided that such Orders are in accordance with the same terms and conditions as set forth in accepted by VISTA and further provided that the payment provisions of Section 3; provided6 above are met prior to delivery by VISTA. Except where this Distribution Agreement is terminated by VISTA pursuant to Section 7.2(a)(i), however7.2(a)(ii) or 7.2(b), no DNA shall be entitled to continue marketing and distributing its inventory of the Authorized Products that is on hand at the time of such sales may be made expiration or termination for a period of one hundred eighty (180) days, after six which DNA shall immediately ship and deliver to VISTA, without charge to VISTA, all existing inventory of Authorized Products, all packaging, labels, advertising, Promotional Materials, displays, Documentation and any other items bearing the VISTA Marks or related to the Authorized Products. (6e) months from Termination of the date of terminationLicense Agreement shall automatically terminate this Distribution Agreement.

Rights Upon Expiration or Termination. (a) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever, neither Party shall be relieved from any addition to those obligations accrued prior to the date of such expiration or termination, and the rights and obligations of the Parties under Sections 2.3, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5.2, 5.3, 6, 7.3, 8, and 9 shall survive any upon expiration or termination of this AgreementDistribution Agreement contained elsewhere herein or provided by law, the following shall apply in the event of termination for any reason: (a) Each party shall promptly, but no later than thirty (30) days following the effective date of termination, pay to the other party all amounts due and owing hereunder. (b) Upon DNA shall provide VISTA with a written report certified by an officer of DNA listing the expiration nature and quantity of this Agreement at its regularly scheduled expiration date, neither Party shall have any further rights or obligations with respect to this Agreement, other than Conatus shall make any all Authorized Products and all final reports other items, including all associated packaging, labels, advertising, Promotional Materials, and payments for displays, Documentation and any other items bearing the final quarter periodVISTA Marks or related to the Authorized Products in DNA's or its Affiliates' possession, custody or control on the date of termination. (c) Upon any termination of this Agreement, the rights granted under Section 2 hereof shall terminate. Except as otherwise expressly provided in Section 7.3(d) with respect herein, all rights granted to work-in-progress, upon such termination Conatus the parties hereunder shall discontinueimmediately cease, and shall cause its Affiliates each party shall, as directed by the other party, either deliver to discontinue, the development, use, marketing other party or permanently and sale of Licensed Products. Upon any irretrievably destroy (and certify such termination, Conatus shall promptly return destruction in writing) all materials, samples, documents, information physical and any other matters which embody or disclose the Patent Rights or Technical Information; provided, however, Conatus shall not be obligated to provide Idun with proprietary information which Conatus can show that it independently acquired or developed. In the event this Agreement is terminated, Conatus shall assign, and hereby assigns, and transfer to Idun all rights under sublicenses granted by Conatus hereunder. In no event will any such sublicensee be responsible for any obligations of Conatus to Idun that arose prior to the termination of this Agreement unless otherwise agreed pursuant to the provisions electronic evidence of the applicable sublicenseother party's Confidential Information. (d) Upon any termination of this Agreement, Conatus VISTA shall be entitled to finish any work-in-progress and to sell any completed inventory of Licensed Products covered deliver all Orders previously accepted by this terminated Agreement which remain on hand DNA but yet undelivered as of the date of termination, so long as Conatus pays directly to University the royalties applicable to said subsequent sales termination provided that such Orders are in accordance with the same terms and conditions as set forth in accepted by VISTA and further provided that the payment provisions of Section 3; provided6 above are met prior to delivery by VISTA. Except where this Distribution Agreement is terminated by VISTA pursuant to Section 7.2(a)(i), however7.2(a)(ii) or 7.2(b), no DNA shall be entitled to continue marketing and distributing its inventory of the Authorized Products that is on hand at the time of such sales may be made expiration or termination for a period of one hundred eighty (180) days, after six which DNA shall immediately ship and deliver to VISTA, without charge to VISTA, all existing inventory of Authorized Products, all packaging, labels, advertising, Promotional Materials, displays, Documentation and any other items bearing the VISTA Marks or related to the Authorized Products. (6e) months from Termination of the date of terminationLicense Agreement shall automatically terminate this Distribution Agreement.

Rights Upon Expiration or Termination. (a) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever, neither Party shall be relieved from any addition to those obligations accrued prior to the date of such expiration or termination, and the rights and obligations of the Parties under Sections 2.3, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5.2, 5.3, 6, 7.3, 8, and 9 shall survive any upon expiration or termination of this AgreementLicense Agreement contained elsewhere herein or provided by law, the following shall apply in the event of termination for any reason: (a) Each party shall promptly, but no later than thirty (30) days following the effective date of termination, pay to the other party all amounts due and owing hereunder. (b) Upon DNA shall provide DNA with a written report certified by an officer of DNA listing the expiration nature and quantity of this Agreement at the Products and other items, including all associated packaging, labels, advertising, promotional material, and displays in DNA’s or its regularly scheduled expiration dateAffiliates’ possession, neither Party shall have any further rights custody or obligations with respect to this Agreement, other than Conatus shall make any and all final reports and payments for control on the final quarter perioddate of termination. (c) Upon any termination of this Agreement, the All rights granted under Section 2 hereof to the parties hereunder shall terminate. Except as otherwise provided in Section 7.3(d) with respect to work-in-progress, upon such termination Conatus shall discontinueimmediately cease, and shall cause its Affiliates each party shall, as directed by the other party, either deliver to discontinue, other party or permanently and irretrievably destroy (and certify such destruction in writing) all physical and electronic evidence of the development, use, marketing and sale of Licensed Products. Upon any such termination, Conatus shall promptly return all materials, samples, documents, information and any other matters which embody or disclose the Patent Rights or Technical party’s Confidential Information; provided, however, Conatus shall not be obligated to provide Idun with proprietary information which Conatus can show that it independently acquired or developed. In the event (i) except where this License Agreement is terminatedterminated by DNA pursuant to Section 7.2(a)(i) above, Conatus VISTA shall assignbe entitled to continue exercising its rights hereunder for a period of one hundred eighty (180) days of such expiration or termination; and (ii) except where this License Agreement is terminated by VISTA pursuant to Section 7.2(a)(i) or 7.2(b), DNA shall be entitled to continue marketing and distributing its inventory of the Products that is on hand at the time of such expiration or termination for a period of one hundred eighty (180) days, after which DNA shall immediately ship and deliver to VISTA, without charge to VISTA, all existing inventory of Product, any packaging, labels, advertising, promotional material, displays, and hereby assigns, any other items bearing the Licensed Mxxx and transfer to Idun all rights under sublicenses granted by Conatus hereunder. In no event will any such sublicensee be responsible for any obligations of Conatus to Idun that arose prior to the termination of this Agreement unless otherwise agreed pursuant to the provisions of the applicable sublicenserelated materials. (d) Upon any Termination of the Transfer Agreement or Distribution shall not operate to terminate this License Agreement; provided, that termination of this License Agreement shall automatically terminate the Transfer Agreement and Distribution Agreement, Conatus shall be entitled to finish any work-in-progress and to sell any completed inventory of Licensed Products covered by this terminated Agreement which remain on hand as of the date of termination, so long as Conatus pays directly to University the royalties applicable to said subsequent sales in accordance with the same terms and conditions as set forth in Section 3; provided, however, no such sales may be made after six (6) months from the date of termination.