Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (Definitions), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 (Disclaimer), Section 11.08 (Limitation of Liability), ARTICLE XII (Confidentiality), ARTICLE XIII (Indemnification), Section 14.06 (Automatic Termination of In-Licensed Rights) (second and third sentences only), Section 14.07 (Effect of Termination), Section 14.08 (Survival; Accrued Rights), ARTICLE XV (Dispute Resolution; Governing Law), and ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.
Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (Definitions), ARTICLE VII (Payments) (solely to the extent any payments became payable prior to the effective date of such expiration or termination), Section 8.01 (Ownership of Intellectual Property), Section 8.02 (Prosecution of Patent Rights), Section 8.03 (Enforcement), Section 8.04 (Defense of Third Party Infringement and Misappropriation Claims), Section 8.06 (Trademark Enforcement and Defense), Section 10.05 (Disclaimer), Section 10.06 (Limitation of Liability), ARTICLE XI (Confidentiality), Section 12.01 (Indemnification by Sol-Gel), Section 12.02 (Indemnification by Galderma), Section 12.03 (Procedure), Section 12.04 (Insurance), Section 13.07 (Effect of Termination), Section 13.08 (Survival; Accrued Rights), Section 14.03 (Choice of Law), Section 14.04 (Language), and ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination, nor preclude either Party from pursuing all rights and remedies it may have hereunder or at Law or in equity with respect to any breach of this Agreement occurring prior to such expiration or termination.
Survival; Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 5.5, 7.2, 7.3, 7.5, 7.7, 7.8, 7.9, and 7.10 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate.
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive expiration or any termination of this Agreement: Articles 1 (to the extent necessary to give force to, or otherwise understand, surviving provisions), 11 (excluding Section 11.3), 12 (excluding Section 12.3) and 14, and Sections 3.5(c) (with respect to maintenance of records), 7.2 (with respect to Joint Development Costs incurred but not paid prior to termination), 8.1 (with respect to royalties owed but not paid prior to termination), 8.3, 13.5, 13.7, 15.8 and 15.
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive expiration or any termination of this Agreement: Sections 6.5(d), 8.13, 9.1, 9.2(a) (solely with respect to assignments made or licenses granted pursuant thereto), 10.1, 14.6, 16.3, 16.5 and 16.6, and Articles 12, 13, and 15. In addition, the rights and obligations specifically enumerated or referenced under 14.1, 14.2, 14.3, 14.4, 14.5(c), and 14.5(d) shall also survive as applicable to the events of expiration or termination set forth in such Sections. Following any expiration or termination of this Agreement, each Party shall, at the other Parties' request, reasonably cooperate with the other Party with respect to the filing and prosecution of any Joint Patent invented during the Term or any Aspreva Patent invented during the Term (including any Aspreva Patent assigned to Roche pursuant to Section 9.2(a)). In any event, expiration or termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement nor prejudice either Party's right to obtain performance of any obligation.
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive expiration or any termination of this Agreement as follows:
(a) Article 1 (Definitions), Article 13 (Representations, Warranties, and Covenants), Article 14 (Confidentiality), Article 15 (Indemnification), Article 17 (Dispute Resolutions; Governing Law), Article 18 (Miscellaneous);
(b) Section 2.1 (License Grant) and Article 12, but only to the extent such survival is provided for in Section 16.7(a) (Effects of Termination by Schering under Sections 16.2 and 16.3);
(c) Section 10.4 (Royalties), but only to the extent provided by Section 16.7(c)(ii)-(iii) (Effects of Termination by Schering under Sections 16.2 and 16.3);
(d) Sections 10.5(b)(i), 10.5(b)(iv), 10.5(d) (Third Party License Agreements), 9.3(a), 9.3(b) (Manufacturing), 10.6 (Compulsory License)), 11.1 (Schering Quarterly Royalty Payments and Reports), 11.3(b) (Accounting), 11.4 (Methods of Payment), 11.5 (Taxes), , but in all cases under this Section 16.10(d) only to the extent Section 10.4 (Royalties) survives under Section 16.7(c)(ii)-(iii); and
(e) Section 2.5 (Section 365(n) of the Bankruptcy Code), 7.3(g) (Specific Provisions related to MSLs), Section 7.6 (Non-Solicitation), Section 10.5(b)(ii) (Upstream License Agreements), Section 11.6 (Late Payments), Section 12.1 (Ownership of Background IP), Section 12.2 (Ownership of Program IP), Section 16.5 (Effects of Expiration), Section 16.6 (Effects of Termination by Novacea under Sections 16.2 and 16.3 and by Schering under Section 16.4(a)), Section 16.7 (Effects of Termination by Schering under Sections 16.2 and 16.3), Section 16.8 (Effects of Termination by Schering under Section 16.4(b)), Section 16.10 (Survival; Accrued Rights). In any event, expiration or termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation. [*] = 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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT T...
Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: Article I (Definitions), Article VII (Payments) (solely to the extent any payments became payable prior to the effective date of such expiration or termination), Article IX (Adverse Drug Events and Reporting), Section 4.03 (Licensed Product Pricing), Section 4.03 (Generic Products), Section 8.01 (Ownership of Intellectual Property), Section 8.02 (Prosecution of Patent Rights), 8.03 (Enforcement), 8.04 (Defense of Third Party Claims), Section 10.06 (Limitation of Liability), Article XI (Confidentiality), Section 12.01 (Indemnification by Sol-Gel), Section 12.02 (Indemnification by SLP), Section 12.03 (Procedure), Section 13.08 (Effect of Termination),
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive any expiration or any termination of this Agreement in its entirety or with respect to any Product: Sections 1, 7.3, 7.4(e), 8.3(c) (with respect to final reports and Profit Payments), 8.4, 8.5, 8.6 and 8.7 (in each case 8.5, 8.6 and 8.7, with respect to post-expiration or post-termination payment and accounting obligations), 12.1, 12.2, 12.3, 12.5, 13.1, 13.2, 13.3, 13.4, 13.5, 14.3, 14.4, 14.5, 15.2, 16.3, 16.4, 16.5, 16.6, 16.7, 16.8, 16.10, 16.11, 16.12, 16.13 and 16.
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive any expiration or termination of this Agreement: [***]. In any event, expiration or termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.
Survival; Accrued Rights. The rights and obligations of the Parties under the following provisions of this Agreement shall survive expiration or any termination of this Agreement: Sections 2.2, 7.7, 8.7, 11.5, 11.9, 12.1, 12.2, 12.3, 12.6, 12.9, 12.10 (solely with respect to Joint Roche-PDL Patents), 12.13, 14.4, 15.1, 15.3, 16.1, 16.2, 16.3, 16.6, 17.1, 17.2(c), 17.2(d)(i), 17.2(d)(iii), 17.2(e)(ii), 17.3, 17.4, 17.6(c), 17.7, and 19.4 and Article 18. In any event, expiration or termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.
