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.
Appears in 2 contracts
Samples: License Agreement (La Jolla Pharmaceutical Co), License Agreement (Tetraphase Pharmaceuticals Inc)
Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I Article 1 (Definitions), Section 2.01(c2.2 (License Grant to Akebia) (subject to Section 15.8.5 (Termination by Licensee For Breach)), Section 2.01(d), Section 2.01(e), Section 2.03 9.7 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License AgreementsAccounting; Audit) (solely to the extent applicable to Licensee’s exercise but only for a period of any rights, or performance of any obligations, retained by Licensee hereunder three years following the applicable expiration or termination), Section 2.06 10.1 (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 Akebia Intellectual Property), Section 9.02 10.2 (Licensee Intellectual Property), Section 9.03 10.3 (Joint Technology), Section 9.04 10.5 (Prosecution of Patent RightsJoint Patents), Section 10.6 (Prosecution of Retained Licensee Improvement Patents), Section 10.7 (Enforcement of Akebia Patents and Joint Patents or Retained Licensee Improvement Patents in the Territory) (but only with respect to Joint Patent RightsPatents and Retained Licensee Improvement Patents), Section 9.05 10.9 (Enforcement of Akebia Patents and DefenseJoint Patents or Retained Licensee Improvement Patents Outside of the Territory) (with respect unless the Agreement is terminated by Licensee for Akebia’s material breach pursuant to Joint Patent RightsSection 15.8.5 (Termination by Licensee For Breach)), 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 12.5 (Disclaimer), and Section 11.08 12.6 (Limitation of Liability), ARTICLE XII ; Article 13 (Confidentiality), ARTICLE XIII Article 14 (Indemnification), excluding Section 14.06 14.4 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyInsurance), Section 14.07 15.8 (Effect Effects of Termination), ; Section 14.08 15.9 (Survival; Accrued Rights), ARTICLE XV Article 16 (Dispute Resolution; Governing Law), Section 17.1 (Assignment), Section 17.7 (Entire Agreement), Section 17.8 (Severability), Section 17.9 (Notices), Section 17.11 (Agency), Section 17.13 (No Waiver), Section 17.14 (No Strict Construction), and ARTICLE XVI Section 17.15 (MiscellaneousCumulative Remedies). In any event, expiration or termination of this Agreement shall not relieve either Party the Parties of any liability which that 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.
Appears in 1 contract
Samples: Collaboration and License Agreement (Akebia Therapeutics, Inc.)
Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE Article I (Definitions), Section 2.01(c2.01(a)(iv), Section 2.01(d), Section 2.01(e2.01(b), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii2.05(c), Section 2.05 2.06 (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 (Exclusivity4.01(g), Section 6.06(a6.06 (Trademarks) (second sentence only), ARTICLE Section 7.06 (Agios Supply Chain Security Requirements) (solely with respect to any Licensed Product sold following expiration or early termination of this Agreement), Article VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual PropertyOwnership), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Combination Therapy Patent Rights), Section 9.05 9.03 (Enforcement and Defense) (with respect to Joint Combination Therapy Patent Rights), Section 9.06 11.06 (Defense Exportation of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement Data or misappropriation during the TermBiological Samples), Section 11.07 (Disclaimer), Section 11.08 (Limitation of Liability), ARTICLE Article XII (Confidentiality), ARTICLE Article XIII (Indemnification), Section 14.06 14.02 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyat Will by Licensee), Section 14.07 (Effect of Termination), Section 14.08 (Survival; Accrued Rights), ARTICLE Article XV (Dispute Resolution; Governing Law), and ARTICLE XVI Section 16.01, Section 16.02, Article XVII (Miscellaneous), Exhibit C, Section 2.02 (Ownership of Trademark) and Exhibit C, Section 2.03 (Similar Trademarks). 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.
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Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive expiration or early termination for any reason: ARTICLE Article I (Definitions), ; Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 2.3 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 Grant of
10.1 (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 Akebia Intellectual Property), ; Section 9.02 10.2 (Licensee Intellectual Property), ; Section 9.03 10.3 (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 12.6 (Limitation of Liability), ARTICLE XII ; Article XIII (Confidentiality), ARTICLE XIII ; Article XIV (Indemnification), Section 14.06 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyexcluding Section 14.4 (Insurance), ); Section 14.07 15.7 (Effect Effects of Expiration); Section 15.7 (Effects of Termination), ; Section 14.08 15.8 (Survival; Accrued Rights), ARTICLE XV ; Article XVI (Dispute Resolution; Governing Law); Section 17.1 (Assignment); Section 17.5 (Entire Agreement; Amendment); Section 17.6 (Severability); Section 17.7 (Notices); Section 17.10 (Agency); Section 17.11 (No Waiver); Section 17.12 (No Strict Construction); Section 17.14 (Cumulative Remedies); and Section 17.16 (Counterparts). In addition, Section 5.4.2 (Rights Granted to Akebia) and ARTICLE XVI Section 5.4.3 (Miscellaneous)Further Assurances) will survive the expiration (but not termination) of this Agreement. In any event, expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that 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.
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Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive suspension of the License or expiration or early termination of the Agreement for any reason: ARTICLE I Section 9.1 (DefinitionsTrademark Responsibility), Section 2.01(c9.3 (Trademark Ownership and Cooperation), Section 2.01(d11.4 (Sales Reports), but only with respect to Net Sales made during the Term, Section 11.7 (Accounting), Section 2.01(e11.8 (Methods of Payment), Section 2.03 11.9 (No Other Rights and Retained RightsLate Payments), 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 13.7 (Limitation of Liability), ARTICLE XII Article 14 (Confidentiality), ARTICLE XIII Article 15 (Indemnification), other than Section 14.06 15.5 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyInsurance), Section 14.07 16.10.1 (Effect Termination Fee), Section 16.10.2 (Commercialization of Competing Product), Section 16.11 (Termination Following Bundle Exclusion) (with respect to payment obligations set forth therein), Section 16.13 (Effects of Termination), this Section 14.08 16.16 (Survival; Accrued Rights), ARTICLE XV Article 17 (Dispute Resolution; Governing Law), and ARTICLE XVI Article 18 (Miscellaneous). In any event, suspension of the License or expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such suspension, expiration or termination (including Licensee’s obligation to pay Akebia pursuant to Article 11 (Payments) with respect to sales made prior to such suspension, 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.
Appears in 1 contract
Survival; Accrued Rights. The obligations and rights of the Parties under the following articles and sections provisions of this Agreement shall survive expiration or early termination for any reasonof this Agreement: ARTICLE I Sections 2.3 (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)(ii2.4(vii), Section 2.05 2.4(viii), 2.5 (In-License AgreementsNo Implied Licenses; Negative Covenant), 4.5 (Development Records) 10.1(a) and (b) (solely to the extent applicable to Licensee’s exercise Ownership of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or terminationData and Inventions), Section 2.06 10.2(c) and (Exclusivityd) (Prosecution of Joint Patents), Section 6.06(a), ARTICLE VIII 10.3 (PaymentsPatent Enforcement) (solely with respect to any Joint Patents), 11.5 (Disclaimer), 14.6 (Effects of Termination), 14.7 (Confidential Information), 14.8 (Survival; Accrued Rights), 16.1 (Governing Law), 16.2 (Entire Agreement; Modification), 16.3 (Relationship Between the Parties), 16.4 (Non-Waiver), 16.5 (Assignment), 16.7 (Severability) (solely with respect to other surviving provisions), 16.9 (No Solicitation), 16.10 (Notices), and 16.12 (Interpretation) (to the extent applicable to other surviving provisions), and Articles 1 (Definitions) (to the extent applicable to other surviving provisions), 9 (Payments, Records, Audits) (to the extent applicable to a payment obligations incurred that accrued prior to expiration or termination), Section 9.01 12 (Tetraphase Intellectual PropertyIndemnification), 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 13 (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 15 (Dispute Resolution; Governing Law), and ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that 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 obligationobligation that accrued hereunder prior to the effective date of such expiration or termination (including the rights to receive reimbursement for costs incurred prior to the effective date of such termination and payments accrued or due prior to the effective date of such termination).
Appears in 1 contract
Samples: Collaboration and License Agreement (Aurinia Pharmaceuticals Inc.)
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 Expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that 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. Without limiting the foregoing, the following provisions of this Agreement will survive the expiration or termination of this Agreement: Section 2.2 (License Grant to Ionis); Section 2.4 (Collaboration Technology Enabling License); Section 4.6 (Development Records; Cooperation) (solely with respect to the obligation to maintain records for at least [***] after the end of the Term or for such longer period as may be required by Applicable Law); Article 9 (Payments) (solely with respect to amounts that accrued prior to the effective date of termination and, with respect to Section 9.5 (Financial Records and Audits), solely for [***] after the effective date of termination), Section 10.1 (Inventions); Section 11.5 (Disclaimer); Section 11.6 (Limitation of Liability); Article 12 (Confidentiality, excluding Section 12.5 (Publications)); Article 13 (Indemnification); Section 14.9 (Effects of Termination); this Section 14.10 (Survival; Accrued Rights); Article 15 (Dispute Resolution; Governing Law); Article 16 (Miscellaneous); and Appendix 1 (Definitions).
Appears in 1 contract
Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive suspension of the License or expiration or early termination of the Agreement for any reason: ARTICLE I Section 9.1 (DefinitionsTrademark Responsibility), Section 2.01(c9.3 (Trademark Ownership and Cooperation), Section 2.01(d11.3 (Sales Reports), but only with respect to Net Sales made during the Term, Section 11.4 (Accounting), Section 2.01(e11.5 (Methods of Payment), Section 2.03 11.6 (No Other Rights and Retained RightsLate Payments), 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 13.7 (Limitation of Liability), ARTICLE XII Article 14 (Confidentiality), ARTICLE XIII Article 15 (Indemnification), other than Section 14.06 15.4 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyInsurance), Section 14.07 16.12 (Effect Effects of Termination), Section 14.08 16.13 (Additional Effects of Termination for Net Sales Levels), this Section 16.15 (Survival; Accrued Rights), ARTICLE XV Article 17 (Dispute Resolution; Governing Law), and ARTICLE XVI Article 18 (Miscellaneous). In any event, suspension of the License or expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such suspension, expiration or termination (including Licensee’s obligation to pay Akebia pursuant to Article 11 (Payments) with respect to sales made prior to such suspension, 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.
Appears in 1 contract
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 Expiration or termination of this Agreement shall with respect to Terminated Region(s) will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such expiration or termination in such Terminated Region(s) 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. Without limiting the foregoing, the following provisions of this Agreement will survive the expiration or termination of this Agreement with respect to Terminated Region(s): Section 2.2 (License Grant to Ionis); Section 2.4 (Collaboration Technology Enabling License); Section 4.6 (Development Records; Cooperation) (solely with respect to the obligation to maintain records for at least [***] after the end of the Term or for such longer period as may be required by Applicable Law); Article 9 (Payments) (solely with respect to amounts that accrued prior to the effective date of termination and, with respect to Section 9.5 (Financial Records and Audits), solely for [***] after the effective date of termination), Section 10.1 (Inventions); Section 11.5 (Disclaimer); Section 11.6 (Limitation of Liability); Article 12 (Confidentiality, excluding Section 12.5 (Publications)); Article 13 (Indemnification); Section 14.9 (Effects of Termination); this Section 14.10 (Survival; Accrued Rights); Article 15 (Dispute Resolution; Governing Law); Article 16 (Miscellaneous); and Appendix 1 (Definitions).
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