Specific Consequences. Upon the expiration or the termination of the Agreement by either Party, the following shall be the consequences: 13.2.1 any sums that were due from Zogenix to Elan under the provisions of this Agreement prior to its termination or expiry shall be paid in full within [***] ([***]) days of termination of this Agreement and Elan shall not be liable to repay to Zogenix any amount of money paid or payable by Zogenix to Elan up to the date of the termination of this Agreement (other than pursuant to Zogenix’s rights of audit under Clause 11.8); 13.2.2 the following Clauses shall survive any expiration or termination of this Agreement: the definitions as set forth in Clause 1 to the extent that such definitions are contained within a surviving clause, Clauses 3.1, 3.2.3, 3.3 (to the extent it relates to infringements that occur during the Term), 3.4 (solely as it relates to Product sold during the Term), 6.6, 12.6, 14.4 through 14.13 and the entirety of Clauses 11, 13, 15 and 16 and any other provision of this Agreement which, by its nature, is intended to continue after termination, shall survive termination; 13.2.3 any sub-licenses granted under Clause 2.2 or 9.1 shall automatically terminate except as otherwise provided in Clause 13.2.5.2; 13.2.4 if termination is effected by Elan under Clauses 12.3 or 12.4 or by Zogenix under Clause 12.5: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2.4.1 Elan shall be entitled to research, develop and commercialise the Product for its own benefit in the Territory; 13.2.4.2 Elan shall be entitled to file for Regulatory Approval for the Product in the Territory; 13.2.4.3 Zogenix shall transfer or procure the transfer to Elan (or such other entity as Elan may specify) all relevant INDs (including the Elan IND), Regulatory Applications and Regulatory Approvals at no cost to Elan, insofar as such transfer is permitted by applicable laws, and permit Elan to access and/or reference such of its data (including but not limited to Product Data) as is necessary to enable Elan to market the Product in the Territory; 13.2.4.4 Elan shall be granted an irrevocable, perpetual, royalty-free, exclusive license to use the Zogenix Intellectual Property (other than pursuant to a Third Party License which is addressed in Clause 13.2.4.5 hereunder) and the trademark Zogenix has used during the Term to commercialize the Product in the Territory in connection with any subsequent commercialization of the Product in the Territory; 13.2.4.5 Zogenix shall assign Elan (to the extent contractually permitted by such Third Party Licenses) any Third Party Licenses granted to Zogenix in relation to the Product and Elan will be responsible for any payments thereunder in respect of activities related to the Product by Elan following termination or expiration; and 13.2.4.6 Elan shall either: 13.2.4.7 give notice to Zogenix that it wishes Zogenix to cease to commercialise the Product in the Territory, in which event Zogenix shall do so except for meeting any uncancellable orders which cannot be transferred to Elan and Elan shall purchase Zogenix’s saleable inventory of the Product at cost; or 13.2.4.8 permit Zogenix for a period not exceeding [***] ([***]) months to exhaust its stocks of the Product – subject always to the relevant provisions of this Agreement including as to the use of trademarks and financial provisions. 13.2.5 if termination is effected by Zogenix under Clause 12.3.1, at Zogenix’s option: 13.2.5.1 all rights and licenses under this Agreement, including the Elan License and the Manufacturing License, shall terminate in their entirety and be of no further effect; or 13.2.5.2 if the notice of termination so specifies, this Agreement shall continue in full force and effect, save that (a) the royalty payable under Clause 10.3 by Zogenix to Elan during the Initial Term shall be [***]% of Net Sales for any Product sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 and (b) the royalty payable under Clause 10.3 by Zogenix to Elan during the Extended Term for any Product *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 shall be [***]% of Net Sales, and, for the avoidance of doubt and without limiting the foregoing, the Elan License, the Manufacturing License, Zogenix’s obligations under Clause 7, and any sub-license duly granted under Clauses 2.2 or 9.1 shall continue in full force and effect.
Appears in 2 contracts
Samples: License Agreement (Zogenix Inc), License Agreement (Zogenix Inc)
Specific Consequences. Upon the expiration or the termination of the Agreement by either PartyAgreement, or upon termination of a license for a particular country under Clause 12.6, the following shall be the consequencesconsequences relating to the Territory or the particular country, as applicable:
13.2.1 any sums that were due from Zogenix Amarin to Elan under the provisions of this Agreement prior to its termination or expiry shall be paid in full within [***] ([***]) 30 days of termination of this Agreement and Elan shall not be liable to repay to Zogenix Amarin any amount of money paid or payable by Zogenix Amarin to Elan up to the date of the termination of this Agreement (other than pursuant to Zogenix’s rights of audit under Clause 11.8)Agreement;
13.2.2 the following Clauses shall survive any expiration or termination of this Agreement: the definitions as set forth in Clause 1 to the extent that such definitions are contained within a surviving clause, Clauses 3.1, 3.2.3, 3.3 (to the extent it relates to infringements that occur during the Term), 3.4 (solely as it relates to Product sold during the Term), 6.6, 12.6, 14.4 through 14.13 and the entirety of Clauses 11, 13, 15 and 16 and any other provision provisions of this Agreement whichregarding with respect to confidentiality and non-use of Confidential Information shall remain in effect for a further period of 7 (seven) years.
13.2.3 Clauses 1, by 3.1, 3.4, 3.5, 3.6, 11, 13 (in accordance with its natureterms), is intended to continue after termination14.1 through 14.10, 14.11 (in accordance with its terms), and 16 shall survive termination;
13.2.3 13.2.4 any sub-licenses license granted under Clause 2.2 or 9.1 2.3 shall automatically terminate except as otherwise terminate, although Elan agrees that it will negotiate in good faith with sub-licensees to renew such sub-license agreements after the date of such termination provided that Elan is satisfied that renewing said agreements will produce a reasonable economic return for Elan and the sub-licensee is not a Technological Competitor. In the event that such negotiations do not result in Clause 13.2.5.2the renewal of the relevant license rights, the sub-licensee shall be provided with a certain period of time in which to deplete stock and to return or destroy all Elan Confidential Information in its possession;
13.2.4 if termination is effected by 13.2.5 where Elan under Clauses 12.3 or 12.4 or by Zogenix terminates under Clause 12.5: *** Certain information 12.3, 12.6 or where Amarin terminates this License on a country-by-country basis or for reasons other than a breach of this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
13.2.4.1 Agreement by Elan, [Elan shall be entitled to research, develop and commercialise the Product for its own benefit in the Territory or in the relevant country or countries of the Territory] in accordance with the provisions of Clause 13.3;
13.2.4.2 13.2.6 where Elan shall be entitled to file terminates under Clause 12.3, 12.6 or where Amarin terminates this License on a country-by-country basis or for Regulatory Approval for the Product in the Territory;
13.2.4.3 Zogenix shall transfer or procure the transfer to Elan (or such other entity as Elan may specify) all relevant INDs (including the Elan IND), Regulatory Applications and Regulatory Approvals at no cost to Elan, insofar as such transfer is permitted by applicable laws, and permit Elan to access and/or reference such of its data (including but not limited to Product Data) as is necessary to enable Elan to market the Product in the Territory;
13.2.4.4 Elan shall be granted an irrevocable, perpetual, royalty-free, exclusive license to use the Zogenix Intellectual Property (reasons other than pursuant to a Third Party License which is addressed in Clause 13.2.4.5 hereunder) and the trademark Zogenix has used during the Term to commercialize the Product in the Territory in connection with any subsequent commercialization of the Product in the Territory;
13.2.4.5 Zogenix shall assign Elan (to the extent contractually permitted by such Third Party Licenses) any Third Party Licenses granted to Zogenix in relation to the Product and Elan will be responsible for any payments thereunder in respect of activities related to the Product by Elan following termination or expiration; and
13.2.4.6 Elan shall either:
13.2.4.7 give notice to Zogenix that it wishes Zogenix to cease to commercialise the Product in the Territory, in which event Zogenix shall do so except for meeting any uncancellable orders which cannot be transferred to Elan and Elan shall purchase Zogenix’s saleable inventory of the Product at cost; or
13.2.4.8 permit Zogenix for a period not exceeding [***] ([***]) months to exhaust its stocks of the Product – subject always to the relevant provisions breach of this Agreement including as to the use of trademarks and financial provisions.
13.2.5 if termination is effected by Zogenix under Clause 12.3.1Elan, at Zogenix’s option:
13.2.5.1 all rights and licenses under this Agreement, including the Elan License and the Manufacturing License, shall terminate in their entirety and be of no further effect; or
13.2.5.2 if the notice of termination so specifies, this Agreement shall continue in full force and effect, save that (a) the royalty payable under Clause 10.3 by Zogenix to Elan during the Initial Term shall be [***]% of Net Sales for any Product sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 and (b) the royalty payable under Clause 10.3 by Zogenix to Elan during the Extended Term for any Product *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 shall be [***]% of Net Sales, and, ;
13.2.7 for the avoidance of doubt and without limiting the foregoingdoubt, the parties further agree that the termination of this Agreement for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either party with respect to any antecedent breach of the provisions of this Agreement.
13.2.8 If following the date of termination of this Agreement Amarin is required to indemnify Elan License, under the Manufacturing License, Zogenix’s obligations under Clause 7, and any sub-license duly granted under Clauses 2.2 or 9.1 shall continue in full force and effectprovisions of [*].
Appears in 1 contract
Samples: Development and License Agreement (Amarin Corp Plc\uk)
Specific Consequences. Upon the expiration or the termination of the Agreement by either Partyparty, or upon termination by Elan of a license for a particular country under Clause 9.4, the following shall be the consequencesconsequences relating to the Territory or the particular country, as applicable:
13.2.1 10.2.1 any sums that were due from Zogenix NitroMed to Elan under the provisions of this Agreement prior to its termination or expiry shall be paid in full within [***] ([***]) 14 days of termination of this Agreement and Elan shall not be liable to repay to Zogenix NitroMed any amount of money paid or payable by Zogenix NitroMed to Elan up to the date of the termination of this Agreement;
10.2.2 all representations and warranties shall insofar as are appropriate remain in full force and effect;
10.2.3 the provisions of this Agreement regarding with respect to confidentiality and non-use of materials or confidential information shall remain in effect for a further period of 7 (other than pursuant to Zogenix’s seven) years.
10.2.4 the rights of inspection and audit under Clause 11.8);
13.2.2 shall continue in force for the following Clauses shall survive any expiration or termination period referred to in the relevant provisions of this Agreement: ;
10.2.5 the definitions as set forth license granted by Elxx xo NitroMed of the Elan Trademark under Clause 3.7.2.2 shall automatically terminate; provided, however, that NitroMed may utilize such license for a period not exceeding six (6) months after termination in Clause 1 connection with the sale of any inventory existing at the time of termination subject to the extent that such definitions are contained within a surviving clause, Clauses 3.1, 3.2.3, 3.3 (to the extent it relates to infringements that occur during the Term), 3.4 (solely as it relates to Product sold during the Term), 6.6, 12.6, 14.4 through 14.13 and the entirety provisions of Clauses 11, 13, 15 and 16 and this Agreement regarding royalties in respect thereof;
10.2.6 any other provision of this Agreement which, by its nature, is intended to continue after termination, shall survive termination;; and
13.2.3 10.2.7 any sub-licenses license granted under Clause 2.2 or 9.1 shall automatically terminate except as otherwise provided in Clause 13.2.5.2;
13.2.4 if termination is effected by Elan under Clauses 12.3 or 12.4 or by Zogenix under Clause 12.5: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsterminate.
13.2.4.1 Elan shall be entitled to research, develop and commercialise the Product for its own benefit in the Territory;
13.2.4.2 Elan shall be entitled to file for Regulatory Approval for the Product in the Territory;
13.2.4.3 Zogenix shall transfer or procure the transfer to Elan (or such other entity as Elan may specify) all relevant INDs (including the Elan IND), Regulatory Applications and Regulatory Approvals at no cost to Elan, insofar as such transfer is permitted by applicable laws, and permit Elan to access and/or reference such of its data (including but not limited to Product Data) as is necessary to enable Elan to market the Product in the Territory;
13.2.4.4 Elan shall be granted an irrevocable, perpetual, royalty-free, exclusive license to use the Zogenix Intellectual Property (other than pursuant to a Third Party License which is addressed in Clause 13.2.4.5 hereunder) and the trademark Zogenix has used during the Term to commercialize the Product in the Territory in connection with any subsequent commercialization of the Product in the Territory;
13.2.4.5 Zogenix shall assign Elan (to the extent contractually permitted by such Third Party Licenses) any Third Party Licenses granted to Zogenix in relation to the Product and Elan will be responsible for any payments thereunder in respect of activities related to the Product by Elan following termination or expiration; and
13.2.4.6 Elan shall either:
13.2.4.7 give notice to Zogenix that it wishes Zogenix to cease to commercialise the Product in the Territory, in which event Zogenix shall do so except for meeting any uncancellable orders which cannot be transferred to Elan and Elan shall purchase Zogenix’s saleable inventory of the Product at cost; or
13.2.4.8 permit Zogenix for a period not exceeding [***] ([***]) months to exhaust its stocks of the Product – subject always to the relevant provisions of this Agreement including as to the use of trademarks and financial provisions.
13.2.5 if termination is effected by Zogenix under Clause 12.3.1, at Zogenix’s option:
13.2.5.1 all rights and licenses under this Agreement, including the Elan License and the Manufacturing License, shall terminate in their entirety and be of no further effect; or
13.2.5.2 if the notice of termination so specifies, this Agreement shall continue in full force and effect, save that (a) the royalty payable under Clause 10.3 by Zogenix to Elan during the Initial Term shall be [***]% of Net Sales for any Product sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 and (b) the royalty payable under Clause 10.3 by Zogenix to Elan during the Extended Term for any Product *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 shall be [***]% of Net Sales, and, for the avoidance of doubt and without limiting the foregoing, the Elan License, the Manufacturing License, Zogenix’s obligations under Clause 7, and any sub-license duly granted under Clauses 2.2 or 9.1 shall continue in full force and effect.
Appears in 1 contract
Samples: License Agreement (Nitromed Inc)
Specific Consequences. Upon the expiration or the termination of the Agreement by either Party, the following shall be the consequences:
13.2.1 any sums that were due from Zogenix to Elan under the provisions of this Agreement prior to its termination or expiry shall be paid in full within [***] ([***]) days of termination of this Agreement and Elan shall not be liable to repay to Zogenix any amount of money paid or payable by Zogenix to Elan up to the date of the termination of this Agreement (other than pursuant to Zogenix’s rights of audit under Clause 11.8);
13.2.2 the following Clauses shall survive any expiration or termination of this Agreement: the definitions as set forth in Clause 1 to the extent that such definitions are contained within a surviving clause, Clauses 3.1, 3.2.3, 3.3 (to the extent it relates to infringements that occur during the Term), 3.4 (solely as it relates to Product sold during the Term), 6.6, 12.6, 14.4 through 14.13 and the entirety of Clauses 11, 13, 15 and 16 and any other provision of this Agreement which, by its nature, is intended to continue after termination, shall survive termination;
13.2.3 any sub-licenses granted under Clause 2.2 or 9.1 shall automatically terminate except as otherwise provided in Clause 13.2.5.2;
13.2.4 if termination is effected by Elan under Clauses 12.3 or 12.4 or by Zogenix under Clause 12.5: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.:
13.2.4.1 Elan shall be entitled to research, develop and commercialise the Product for its own benefit in the Territory;
13.2.4.2 Elan shall be entitled to file for Regulatory Approval for the Product in the Territory;
13.2.4.3 Zogenix shall transfer or procure the transfer to Elan (or such other entity as Elan may specify) all relevant INDs (including the Elan IND), Regulatory Applications and Regulatory Approvals at no cost to Elan, insofar as such transfer is permitted by applicable laws, and permit Elan to access and/or reference such of its data (including but not limited to Product Data) as is necessary to enable Elan to market the Product in the Territory;
13.2.4.4 Elan shall be granted an irrevocable, perpetual, royalty-free, exclusive license to use the Zogenix Intellectual Property (other than pursuant to a Third Party License which is addressed in Clause 13.2.4.5 hereunder) and the trademark Zogenix has used during the Term to commercialize the Product in the Territory in connection with any subsequent commercialization of the Product in the Territory;
13.2.4.5 Zogenix shall assign Elan (to the extent contractually permitted by such Third Party Licenses) any Third Party Licenses granted to Zogenix in relation to the Product and Elan will be responsible for any payments thereunder in respect of activities related to the Product by Elan following termination or expiration; and
13.2.4.6 Elan shall either:
13.2.4.7 give notice to Zogenix that it wishes Zogenix to cease to commercialise the Product in the Territory, in which event Zogenix shall do so except for meeting any uncancellable orders which cannot be transferred to Elan and Elan shall purchase Zogenix’s saleable inventory of the Product at cost; or
13.2.4.8 permit Zogenix for a period not exceeding [***] ([***]) months to exhaust its stocks of the Product – subject always to the relevant provisions of this Agreement including as to the use of trademarks and financial provisions.
13.2.5 if termination is effected by Zogenix under Clause 12.3.1, at Zogenix’s option:
13.2.5.1 all rights and licenses under this Agreement, including the Elan License and the Manufacturing License, shall terminate in their entirety and be of no further effect; or
13.2.5.2 if the notice of termination so specifies, this Agreement shall continue in full force and effect, save that (a) the royalty payable under Clause 10.3 by Zogenix to Elan during the Initial Term shall be [***]% of Net Sales for any Product sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 and (b) the royalty payable under Clause 10.3 by Zogenix to Elan during the Extended Term for any Product *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sold by Zogenix after termination is effected by Zogenix under Clause 12.3.1 shall be [***]% of Net Sales, and, for the avoidance of doubt and without limiting the foregoing, the Elan License, the Manufacturing License, Zogenix’s obligations under Clause 7, and any sub-license duly granted under Clauses 2.2 or 9.1 shall continue in full force and effect.
Appears in 1 contract
Samples: License Agreement (Zogenix, Inc.)
