Common use of Termination by Merck Clause in Contracts

Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion by giving thirty (30) days’ advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2. No later than thirty (30) days after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain one copy of Information received from the other Party in its confidential files for record purposes. In the event of termination under this Section 8.2: (i) each Party shall pay all amounts then due and owing as of the termination date; and (ii) except for the surviving provisions set forth in Section 8.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; provided, however, that upon payment of the License Fee pursuant to Section 5.1 Merck shall have a fully paid-up non-exclusive license under Company Information and Inventions and Company’s interest in Joint Information and Inventions to [***]. Upon termination, the Parties shall confer to determine how the Joint Patent Rights will be addressed.

Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck MERCK shall have the right to terminate this Agreement at any time in its sole discretion by giving thirty one hundred and twenty (30120) days’ advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2AVEO. No later than thirty (30) days after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain any Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received from the other Party in its confidential files for record purposes. In the event of termination under this Section 8.2: (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) subject to the remaining terms of the Agreement, the licenses granted to MERCK pursuant to Section 3.1 shall continue in full force and effect, provided, however, that the licenses granted to MERCK pursuant to Sections 3.1(e) and 3.1(f) shall terminate as of the expiration or termination of the Research Program Term for any reason; and (iiiii) except for the surviving provisions set forth in Section 8.48.4 hereof, the rights and obligations of the Parties parties hereunder shall terminate as of the date of such termination; provided, however, that upon payment of the License Fee pursuant to Section 5.1 Merck shall have a fully paid-up non-exclusive license under Company Information and Inventions and Company’s interest in Joint Information and Inventions to [***]. Upon termination, the Parties shall confer to determine how the Joint Patent Rights will be addressed.

Termination by Merck. Notwithstanding anything contained herein to the contrary, prior to the First Commercial Sale of the first Product hereunder, Merck shall have the right to terminate this Agreement at any time in its sole discretion by giving thirty (30) days’ [*] advance written notice to CompanyCocrystal. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2. No later than thirty (30) days [*] after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain keep one copy of Information received from the other Party in its confidential files for record purposes, and Merck and its Affiliates may retain Information reasonably necessary to practice under its continued license to use Cocrystal Know-How specified below. In the event of termination under this Section 8.2: (i) each Party shall pay all amounts then due and owing as of the termination date; and (ii) except for the surviving provisions set forth in Section 8.48.5, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; provided, howeverfurther, that upon payment of the License Fee pursuant to Section 5.1 Merck and its Affiliates shall have a fully paid-up non[*] license to use Cocrystal Know-exclusive license How for research purposes only, and that both Parties shall be entitled to exploit their interest under Company Collaboration Information and Inventions and Company’s interest in Joint Information Collaboration Patent Rights, subject to Section 8.4, for any and Inventions all purposes without having to consult with, account to or seek consent from the other Party. [***]. Upon termination, the Parties shall confer to determine how the Joint Patent Rights will be addressed.

Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck MERCK shall have the right to terminate this Agreement in its entirety or on a Novel Obesity-Related Gene by Novel Obesity-related Gene basis at any time following twelve (12) months after the Effective Date in its sole sale discretion by giving thirty ninety (3090) days’ ' advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2ZNOMICS. No later than thirty (30) days after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that MERCK may retain any Information reasonably necessary for MERCK's continued practice under any Iicense(s) which do not terminate pursuant to this Section, and each Party may retain keep one copy of Information received from the other Party in its confidential files for record purposes. In the event of termination under this Section 8.2: (i) each Party MERCK shall pay all amounts then due and owing as of the termination datedate and MERCK shall not be obligated to pay any license fees that would be payable after such termination; and (ii) except for the surviving provisions set forth in Section 8.48.4 hereof, the rights and obligations of the Parties parties hereunder shall terminate as of the date of such termination; provided, however, that upon payment of the License Fee pursuant to Section 5.1 Merck MERCK shall have a fully fUlly paid-up non-exclusive license under Company to use ZNOMICS Information and Inventions and Company’s ZNOMICS' interest in Joint Information and Inventions to [***]. Upon termination, the Parties shall confer to determine how the Joint Patent Rights will be addressedfor research purposes only.

Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck shall have the right to terminate this Agreement Agreement, in its entirety or on a Product-by-Product basis, at any time in its sole discretion by giving thirty (30) days’ [*] advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2SurModics. No later than thirty (30) days [*] after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereofthereof or in the case of termination with respect to a Product, Information with respect to such Product; provided, however, that each Party may retain any Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received from the other Party in its confidential files for record purposes. In the event of termination under this Section 8.29.2: (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) Merck’s license pursuant to Section 3.1.2 shall become a perpetual license; and (iiiii) except for the surviving provisions set forth in this Section 8.49.2, Section 9.3.2(c) and Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; providedtermination or in the case of termination * Portions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. with respect to a Product, however, that upon payment those rights and obligations of the License Fee pursuant Parties with respect to Section 5.1 Merck such Product shall have a fully paid-up non-exclusive license under Company Information and Inventions and Company’s interest in Joint Information and Inventions to [***]. Upon terminate as of the date of such termination, the Parties shall confer to determine how the Joint Patent Rights will be addressed.