Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of [***] following expiration or termination of this Agreement (“Sell-Off Period”), Company shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Device inventory as of the date of expiration or termination of this Agreement (“Inventory”), and such party shall have the right to use the Google Trademarks in accordance with this Agreement in connection with such Inventory (“Sell-Off Right”); provided, however, that Company shall provide no less than thirty (30) days prior written notification to Google of its intent to exercise the Sell-Off Right (“Sell-Off Right Notice”). Notwithstanding anything to the contrary, the Sell-Off Right shall not apply in the event that either (a) Company does not provide the Sell-Off Right Notice as set forth above in this Section 5.4, or (b) this Agreement (or any right granted hereunder) is suspended or terminated by Google pursuant to Section 5.2 of this Agreement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination or expiration of this Agreement, regardless of whether or not it chooses to utilize any Sell-Off Right.
Sell-Off Right. For a period not to exceed [***] following the effective date of termination, Ionis will have the right to sell or otherwise dispose of the Terminated Products in the Terminated Countries on hand at the time of such termination or in the process of Manufacturing; provided that any revenue obtained from such disposal will be treated as Net Sales and the provisions of Article 9 (Consideration; Financial Terms) will apply to such Net Sales and, if such sales result in the achievement of any Ionis Product Sales Milestone Event, then the applicable Ionis Product Sales Milestone Payment will be payable.
Sell-Off Right. Effective upon any termination other than a termination by Novartis pursuant to Section 10.3 and subject to the payment of all amounts required under Section 6.3 and Section 6.4, Novartis will have the right to sell or otherwise dispose of any inventory of any Terminated Product on hand at the time of such termination or in the process of manufacturing for a period of [***] following the effective date of termination; provided, however, that any revenue obtained from such disposal will be treated as Net Sales.
Sell-Off Right. Upon termination of this Agreement for any reason other than a termination by Supplier under Clause 11.2(a) or (b), Abcam may continue to sell any stock of Products then in its possession in the ordinary course of its business.
Sell-Off Right. Subject to the payment of all amounts required under Section 9.3 (Milestone Payments) and Section 9.4 (Royalties), Biogen will have the right to sell or otherwise dispose of any inventory of any Terminated Product on hand at the time of such termination or in the process of Manufacturing for a period of [*] months following the effective date of termination; provided that any revenue obtained from such disposal will be treated as Net Sales and the provisions of Article 9 (Financial Provisions) will apply to such Net Sales and, in the event that such sales result in the achievement of a Milestone Event, the Milestone Payment due upon achievement of such Milestone Event will be payable. 84 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(i) Upon Sangamo’s written request, assignment and transfer to Sangamo (or its designee) of all Regulatory Materials [*] the Terminated Products (in the form such Terminated Products exist as of the effective date of termination) in the Territory (including any pending regulatory filings with respect to the Terminated Products). If Biogen is prohibited by applicable Law from assigning or transferring ownership of any of the foregoing items to Sangamo, then Biogen shall grant Sangamo (or its designee) a right of reference or use to such item and shall take other actions reasonably requested by Sangamo to provide Sangamo or its designee access to and the benefit of such Regulatory Materials, including the data contained or referenced therein. Each Party shall take actions reasonably necessary to effect such assignment and transfer or grant of right of reference or use to Sangamo (or its designee), including by making such filings with Regulatory Authorities in the Territory that may be necessary to record such assignment or effect such transfer.
(ii) Upon Sangamo’s written request, assignment and transfer to Sangamo (or its designee) of all rights, title and interests in and to all pharmacological, toxicological and clinical test data and results, research data, reports and batch records, safety data and all other data Controlled by Biogen or its Affiliates generated in, and [*], the Development, Manufacture or Commercialization of any Terminated Product (in the form such Terminated Products exist as of the effective date of terminatio...
Sell-Off Right. Provided Licensee is not in default of any term or condition of this Agreement, Licensee shall have the right for a period of twelve (12) months from the expiration of this Agreement or any extension thereof to sell inventory on hand subject to the terms and conditions of this Agreement, including the payment of royalties and guaranteed minimum royalties on sales which continue during this additional period.
Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of [***] following expiration or termination of this Agreement (“Sell-Off Period”), Company shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Device inventory as of the date of expiration or termination of this Agreement (“Inventory”), and such party shall have the right to use the Google Trademarks in accordance with this Agreement in
Sell-Off Right. Upon the early termination of this Agreement, Licensee and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (a) Licensee pays Licensor the applicable running royalty or other amounts due on such Net Sales of Licensed Products in accordance with the terms and conditions of this Agreement, (b) Licensee pays Licensor the relevant percentage of the Sublicensing Revenue, and (c) Licensee and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within six (6) months after the effective date of termination.
Sell-Off Right. Upon any termination or expiration of this Agreement, Suneva will discontinue its Promotion of Products in the Territory; provided however, Suneva shall have the right to sell remaining inventory of Products in its control (if any) for six (6) moths following the effective date of such termination or expiration.
Sell-Off Right. Upon any termination of this Agreement, Company, its Affiliates or its Sublicensees shall cease all Commercialization of Products in the Territory in a prompt manner and in accordance with Applicable Laws, provided, however, that Company, its Affiliates or its Sublicensee shall be entitled, during the [***] period following such termination, to sell any commercial inventory of Products which remains on hand as of the date of the termination, so long as Company pays to ATSA the royalties and, if applicable, Milestone Payments relating to Sales-Based Milestone Events applicable to said subsequent sales in accordance with the terms and conditions set forth in this Agreement. Any commercial inventory remaining following such [***] period shall be offered for sale to ATSA, at a price to be mutually agreed upon between the Parties in good faith; and
