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. Subject to the payment of all amounts required under Section 15.6.1(c) (Termination of Payment Obligations) above, Takeda shall have the right to sell or otherwise dispose of, in the Terminated Countries, any inventory of any 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 in such Terminated Countries; provided that [***].
Sell-Off Right. Effective upon any termination other than a termination by Novartis pursuant to Section 12.2(a) and subject to the payment of all amounts required under Section 9.2 and Section 9.3, 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 [*] months following the effective date of termination; provided, however, that any revenue obtained from such disposal will be treated as Net Sales and the provisions of Article 9 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.
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
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.
Sell-Off Right. If this Agreement expires or is terminated other than pursuant to either paragraphs 8.3 or 8.4, Licensee will have the non-exclusive right, for sixty (60) days from the effective date of termination to sell off its then-existing inventory of Articles bearing the Property (the "Sell-Off Period"). Such sales will be strictly in accordance with all the terms and conditions of this Agreement as though this Agreement had not expired or been terminated. Licensee will account for, and pay royalties on, all these sales not later than thirty (30) days after the close of the Sell-Off Period. If, at any time during the Sell-Off period, Licensee is willing to sell all or substantially all of its then-remaining inventory of those Articles to a single purchaser or group of related purchasers, Licensee will advise Licensor of the identity of the prospective purchaser(s) and the price and terms of the proposed sale. Licensor or its designee will have a right of first refusal to buy the remaining inventory of those Articles, at that price and on those terms, and a right to an assignment and assumption of any or all then-outstanding orders from Licensee to its suppliers, and from Licensee's customers to Licensee, for those Articles. In the event Licensee, its designee or a third party purchaser do not complete the sale of the then remaining inventory, Licensee shall have the right to destroy any remaining Articles bearing the Property at the expiration of the Sell-Off Period. This Paragraph shall survive the termination and/or expiration of this Agreement.
Sell-Off Right. 13.1 Provided TCC is not in default of any material term or condition of this Agreement, TCC shall have the right for a period of ninety (90) days from the termination of this Agreement to sell inventory on hand subject to the terms and conditions of this Agreement, including the payment of royalties on sales which continue during this additional period.
Sell-Off Right. During the [**] period following the effective date of termination, CANbridge will have the right to sell or otherwise dispose of the then-existing inventory of Products with respect to the Terminated Targets and, if CANbridge has exercised the LB-001 Option prior to the LB-001 Option Deadline and the Agreement is terminated with respect to XX-000, XX-000, on hand at the time of such termination or in the process of Manufacturing, in accordance with the terms of this Agreement.
