Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition, Sections 2.3 (Reports; Records), 2.4 (Use of Adimab Materials), 2.5 (Use of iTeos Materials), 2.6 (Certain Restrictions on the Use of Antibodies), 3.4 (No Implied Licenses), 3.5 (Covenant Not to Exceed License), 4.6 (Quarterly Payment Timings) through 4.14 (Late Payments) (with respect to payment obligations outstanding or having accrued as the effective date of termination or expiration), 5.1 (Ownership and Inventorship), 5.2 (Implementation), 5.4 (Program Patent Prosecution and Maintenance), 5.5 (Cooperation of the Parties), and 7.3 (Disclaimer of Warranties), and Articles 1 (Definitions), 6 (Confidentiality; Publicity), 8 (Indemnification), 9 (Term) and 10 (Miscellaneous) shall survive any expiration or termination of this Agreement.
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to, or any accrued obligation of, either Party. In addition, Sections 4.2, 4.3, 4.4, 4.5, 4.6, 11.4, 11.5 and ARTICLES 1, 6, 7, 8, 10 and 12 shall survive any expiration or termination of this Agreement.
Survival in All Cases. Expiration or termination of this Agreement shall be without prejudice to or limitation on any other remedies available nor any accrued obligations of either Party. Sections 2.7 (No Change in Ownership), 2.8 (No Prosecution Rights), 2.9 (No Enforcement Rights), 2.10 (No Implied Licenses), 2.11 (Release; Covenants), and 4.4 (Disclaimer of Warranties) and Articles 1 (Definitions), 3 (Confidentiality; Publicity), 5 (Indemnification), 6 (Payments) (to the extent applicable to payment obligations having accrued while the sublicense of […***…]’s rights was in effect), and 7 (Miscellaneous) shall survive any expiration or termination of this Agreement. *** Confidential Treatment Requested
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition, Sections 2.4(c) (except that Section 2.4(c) shall not survive termination by Adimab under Section 9.2 for Kairos’s uncured material breach), 2.5(a), 2.5(c) (to the extent that Kairos retains rights to any Program-Benefited Antibodies pursuant to Section 9.5), 2.6, 2.7, 2.9 (except that Section 2.9 shall not survive termination by Adimab under Section 9.2 for Kairos’s uncured material breach), 3.5 (to the extent that Kairos retains rights to any Program-Benefited Antibodies pursuant to Section 9.5), 4.3 through 4.16 (with respect to payment obligations outstanding as the effective date of termination or expiration; with respect to any Program- Benefited Antibodies that Kairos retains rights to pursuant to Section 9.5; and in the case of Section 4.3(g), payment obligations for Epitope Patent-Only Transactions after the date of termination or expiration shall continue to accrue for the life of the Epitope Patents), 5.1, 5.2(a), 5.2(b)(iii), 5.4(a) and (d), 7.3, and 7.4 and Articles 1 (to the extent the definitions in such Article are relevant to other surviving provisions of this Agreement or a covenant is contained in such Article), 6, 8, 9 and 10 shall survive any expiration or termination of this Agreement. Further, upon termination of this Agreement by either Party under Section 9.2 or 9.3, then Kairos and its Affiliates will no longer develop or commercialize any Licensed Antibody or Product (subject to Section 9.2(b) for partial terminations).
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition, Sections 3.3(b) (to avoid doubt, with the perpetual license that the last clause of such Section provides only applying after an expiration of the applicable Royalty Term; no license granted to Merrimack hereunder shall convert to such a perpetual license after any early termination of this Agreement), 4.12, 5.1, 7.2, 9.4, 9.5, and 9.6 and Articles 6, 8 and 10 shall survive any expiration or termination of this Agreement.
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition, Sections 2.3, 2.4, 2.5, 2.6, 3.5, 4.7 through 4.15 (with respect to payment obligations outstanding or having accrued as the effective date of termination or expiration), 5.1, 5.2, 5.4, 5.6, and 7.3, and Articles 1, 6, 8, 9 and 10 shall survive any expiration or termination of this CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT Agreement. Further, upon termination of this Agreement by either Party under Section 9.2 or 9.3, Surface, its licensees and sublicensees, and their Affiliates will no longer develop or commercialize any Licensed Antibody or Licensed Product (subject to Section 9.2(b) for partial terminations).
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation of any other remedies available to nor any accrued obligations of either Party. In the event this Agreement expires or is terminated in accordance with Section 11.2, all rights and obligations under this Agreement shall immediately cease, except that the Parties’ respective rights and obligations under Articles 1 (as applicable), 6, 7, 9 and 10, and Sections 4.3(a), 4.3(b), 8.4, 11.3, 11.4, 11.5, 12.2, 12.3, 12.8, 12.9, 12.10, 12.13, 12.14 and 12.15 shall survive any expiration or termination of this Agreement.
Survival in All Cases. Notwithstanding anything contained herein to the contrary, termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition to the effects of termination set forth in Section 10.4, Articles 1 (to the extent the definitions in such Article are necessary to construe the other surviving provisions of this Agreement), Section 3.2(b), Section 4.4, Section 5.2 (solely with respect to all payment obligations that have accrued prior to the date of termination), Section 6.1, Section 10.1 (solely with respect to the last sentence), Section 10.4, Section 10.5, Section 10.6, Article 7, Article 9 and Article 11 shall survive any expiration or termination of this Agreement.
Survival in All Cases. Termination of this Agreement shall be without prejudice to or limitation on any other remedies available to nor any accrued obligations of either Party. In addition, Sections 2.4(c) (except that Section 2.4(c) shall not survive termination by Adimab under Section 9.2 for Arsanis’ uncured material breach), 2.5(a), 2.6, 2.7, 4.3 through 4.14 (with respect to payment obligations outstanding as the effective date of termination or expiration; and in the case of Section 4.3(f) payment obligations for Epitope-Only Transactions after the date of termination or expiration shall continue to accrue for the life of the Epitope Patents), 5.1, 5.2(a), 5.2(b)(iii), 5.2(c), 5.4(a) and (d)(iii), 7.3, and 7.4 and Articles 1 (to the extent the definitions in such Article are relevant to other surviving provisions of this Agreement or a covenant is contained in such Article), 6, 8, 9 and 10 shall survive any expiration or termination of this Agreement.
Survival in All Cases. Termination of this Agreement will be without prejudice to or limitation of any other remedies available to nor any accrued obligations of either Party. [***] will survive any expiration or termination of this Agreement to the degree necessary to permit their complete fulfillment or discharge.
