Common use of Termination by Merck Clause in Contracts

Termination by Merck. If Merck terminates this Agreement under Section 9.3.1(a) or 9.3.1(b): (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) the license granted under Section 3.1(c) shall terminate and be of no further force or effect; (iii) the licenses granted under Sections 3.1(a), 3.1(b) and 3.2 shall continue in full force and effect in accordance with their terms, subject to compliance by Merck with all applicable surviving provisions of this Agreement (including, without limitation, the provisions of Article 5); (iv) if Merck believes it has suffered monetary damages as a direct result of Metabasis' breach, Merck shall have the right to make a claim against Metabasis for such damages, subject to Section 11.6 hereof; *** Confidential Treatment Requested (v) not later than thirty (30) days after the date of such termination, Metabasis shall return or cause to be returned to the Merck all Information in tangible form received from the Merck and all copies thereof, except that Metabasis may retain one copy in its confidential files for records purposes; and (vi) except as set forth in this Section 9.3.2(a) and in Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.

Termination by Merck. If Merck terminates this Agreement under Section 9.3.1(a) or 9.3.1(b): (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) the license granted under Section 3.1(c) shall terminate and be of no further force or effect[***]; (iii) the licenses granted under Sections 3.1(a), 3.1(b) and 3.2 shall continue in full force and effect in accordance with their terms, subject to compliance by Merck with all applicable surviving provisions of this Agreement (including, without limitation, the provisions of Article 5)[***]; (iv) if Merck believes it has suffered monetary damages as a direct result of Metabasis' breach, Merck shall have the right to make a claim against Metabasis for such damages, subject to Section 11.6 hereof; *** Confidential Treatment Requested (v) not later than thirty (30) days after the date of such termination, Metabasis shall return or cause to be returned to the Merck all Information in tangible form received from the Merck and all copies thereof, except that Metabasis may retain one copy in its confidential files for records purposes; and (vi) except as set forth in this Section 9.3.2(a) and in Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.