Common use of Survival; Accrued Rights Clause in Contracts

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: Article I (Definitions), Article VIII (Payments) (with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Akebia Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology and Improvements), Section 9.04 (Prosecution of Akebia Patents), Section 9.05 (Prosecution of Licensee Patents Covering Improvements), Section 9.06 (Prosecution of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and Covenants), Article XII (Confidentiality), Article XIII (Indemnification), Section 14.04 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination by Licensee), Section 14.07 (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 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 following articles and sections of this Agreement shall survive expiration or early termination for any reason: Article ARTICLE I (Definitions), Article 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 (Akebia Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology and ImprovementsTechnology), Section 9.04 (Prosecution of Akebia PatentsPatent Rights) (with respect to Joint Patent Rights), Section 9.05 (Prosecution of Licensee Patents Covering ImprovementsEnforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Prosecution Defense of Joint PatentsThird Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 9.09 11.07 (Patent Term ExtensionsDisclaimer), Article XI Section 11.08 (Representations, Warranties, and CovenantsLimitation of Liability), Article ARTICLE XII (Confidentiality), Article ARTICLE XIII (Indemnification), Section 14.04 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect Automatic Termination of Termination by LicenseeIn-Licensed Rights) (second and third sentences only), Section 14.07 (Effect of Termination), Section 14.08 (Survival: ; Accrued Rights), Article ARTICLE XV (Dispute Resolution; Governing Law), and Article ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve the Parties 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 ARTICLE I (Definitions), Article VIII ARTICLE VII (Payments) (with respect solely to the extent any payment obligations incurred payments became payable prior to the effective date of such expiration or termination), Section 9.01 8.01 (Akebia Ownership of Intellectual Property), Section 9.02 8.02 (Licensee Intellectual PropertyProsecution of Patent Rights), Section 9.03 8.03 (Joint Technology and ImprovementsEnforcement), Section 9.04 8.04 (Prosecution Defense of Akebia PatentsThird Party Infringement and Misappropriation Claims), Section 9.05 8.06 (Prosecution of Licensee Patents Covering ImprovementsTrademark Enforcement and Defense), Section 9.06 10.05 (Prosecution of Joint PatentsDisclaimer), Section 9.09 10.06 (Patent Term ExtensionsLimitation of Liability), Article ARTICLE XI (Representations, Warranties, and Covenants), Article XII (Confidentiality), Article XIII Section 12.01 (IndemnificationIndemnification 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 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination by Licensee), Section 14.07 (Survival: Accrued Rights), Article XV (Dispute Resolution; Governing LawLanguage), and Article ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve the Parties either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination termination, nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law Law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right Agreement occurring prior to obtain performance of any obligationsuch expiration or termination.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: Article I 1, Section 2.3, Section 2.5, Section 2.6(b), Section 2.7 (Definitionssolely to the extent applicable to a Party’s exercise of any rights, or performance of any obligations, retained by such Party hereunder following the applicable expiration or termination), Section 4.10, Section 4.13, Section 5.3, Section 5.5, Section 5.6, Section 5.7, Section 6.6 (second sentence only), Section 7.5 (solely with respect to any Licensed Product sold following expiration or early termination of this Agreement in accordance with Section 14.7(e)), Article VIII 9 (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Article 10, Section 9.01 11.1, Section 11.2 (Akebia Intellectual Propertywith respect to Joint Combination Therapy Patent Rights), Section 9.02 11.3 (Licensee Intellectual Propertywith respect to Joint Combination Therapy Patent Rights), Section 9.03 (Joint Technology and Improvements)12.7, Section 9.04 (Prosecution of Akebia Patents)12.8, Section 9.05 (Prosecution of Licensee Patents Covering Improvements)12.9, Article 13, Section 9.06 (Prosecution of Joint Patents)14.6, Section 9.09 (Patent Term Extensions)14.7, this Section 14.8, Article XI (Representations, Warranties, and Covenants), Article XII (Confidentiality), Article XIII (Indemnification)15, Section 14.04 (Termination for Bankruptcy)16.1, Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination by Licensee), Section 14.07 (Survival: Accrued Rights), Article XV (Dispute Resolution; Governing Law)16.2, and Article XVI (Miscellaneous)17. In any event, expiration or termination of this Agreement shall not relieve the Parties 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 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 9.3 (Trademark Ownership and Cooperation), Section 11.3 (Sales Reports), but only with respect to Net Sales made during the Term, Section 11.4 (Accounting), Section 11.5 (Methods of Payment), Section 11.6 (Late Payments), Section 13.7 (Limitation of Liability), Article VIII (Payments) (with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Akebia Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology and Improvements), Section 9.04 (Prosecution of Akebia Patents), Section 9.05 (Prosecution of Licensee Patents Covering Improvements), Section 9.06 (Prosecution of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and Covenants), Article XII 14 (Confidentiality), Article XIII 15 (Indemnification), other than Section 14.04 15.4 (Termination for BankruptcyInsurance), Section 14.05 16.12 (Effect Effects of Termination by AkebiaTermination), Section 14.06 16.13 (Effect Additional Effects of Termination by Licenseefor Net Sales Levels), this Section 14.07 16.15 (Survival: ; Accrued Rights), Article XV 17 (Dispute Resolution; Governing Law), and Article XVI 18 (Miscellaneous). In any event, suspension of the License or expiration or termination of this Agreement shall will not relieve 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.

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(a)(iv), Section 2.01(b), Section 2.03 (No Other Rights and Retained Rights), Section 2.05(c), Section 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 4.01(g), Section 6.06 (Trademarks) (second sentence only), 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 (Akebia Intellectual PropertyOwnership), Section 9.02 (Licensee Intellectual PropertyProsecution of Patent Rights) (with respect to Joint Combination Therapy Patent Rights), Section 9.03 (Enforcement and Defense) (with respect to Joint Technology and ImprovementsCombination Therapy Patent Rights), Section 9.04 11.06 (Prosecution Exportation of Akebia PatentsData or Biological Samples), Section 9.05 11.07 (Prosecution of Licensee Patents Covering ImprovementsDisclaimer), Section 9.06 11.08 (Prosecution Limitation of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and CovenantsLiability), Article XII (Confidentiality), Article XIII (Indemnification), Section 14.04 14.02 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination at Will by Licensee), Section 14.07 (Effect of Termination), Section 14.08 (Survival: ; Accrued Rights), Article XV (Dispute Resolution; Governing Law), and Section 16.01, Section 16.02, Article XVI 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 the Parties 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 VIII (Payments) (with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Akebia Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology and Improvements), Section 9.04 (Prosecution of Akebia Patents), Section 9.05 (Prosecution of Licensee Patents Covering Improvements), Section 9.06 (Prosecution of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and Covenants), Article XII (Confidentiality), Article XIII (Indemnification), Section 14.04 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination by Licensee), Section 14.07 (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 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).

Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive expiration or early termination for any reason: Article I Section 9.1 (DefinitionsTrademark Responsibility), Article VIII Section 9.3 (Payments) Trademark Ownership and cooperation), Section 11.3 (Sales Reports), but only with respect to any payment obligations incurred prior to expiration or terminationNet Sales made during the Term, Section 11.4 (Accounting), Section 9.01 11.5 (Akebia Intellectual PropertyMethod of Payment), Section 9.02 11.6 (Licensee Intellectual PropertyLate Payments), Section 9.03 13.7 (Joint Technology and ImprovementsLimitation of Liability), Section 9.04 (Prosecution of Akebia Patents), Section 9.05 (Prosecution of Licensee Patents Covering Improvements), Section 9.06 (Prosecution of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and Covenants), Article XII 14 (Confidentiality), Article XIII Section 15 (Indemnification), other than Section 14.04 15.4 (Termination for BankruptcyInsurance), Section 14.05 16.12 (Effect Effects of Termination by AkebiaTermination), Section 14.06 16.13 (Effect Additional Effects of Termination by Licenseefor Net Sales Levels), Section 14.07 16.14 (Survival: ; Accrued Rights), Article XV Section 17 (Dispute Resolution; Governing Law), and Article XVI Section 18 (Miscellaneous). In any event, expiration or termination of this Agreement shall will not relieve the Parties of any liability which that accrued hereunder prior to the effective date of such expiration termination (including Licensee’s obligation to pay Akebia pursuant to Article 11 (Payments) with respect to sales made prior to termination or termination expiration), 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 VIII (Payments) (with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Akebia Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology and Improvements), Section 9.04 (Prosecution of Akebia Patents), Section 9.05 (Prosecution of Licensee Patents Covering Improvements), Section 9.06 (Prosecution of Joint Patents), Section 9.09 (Patent Term Extensions), Article XI (Representations, Warranties, and Covenants), Article XII (Confidentiality), Article XIII (Indemnification), Section 14.04 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Effect of Termination by Licensee), Section 14.07 (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 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).