Termination of Collaboration Agreement. This Agreement will automatically terminate upon termination of the Collaboration Agreement in its entirety or as otherwise set forth in the Collaboration Agreement.
Termination of Collaboration Agreement. (a) TSD and PPD agree that the Collaboration Agreement is hereby terminated in its entirety as of the Effective Date. As of the Effective Date, the Collaboration Agreement shall have no further force or effect (including, subject to Section 2.1(a)(iii), any provisions that would otherwise survive) and no Party thereto shall have any further right or obligation thereunder except that:
(i) PPD shall assign, and TSD shall assume, in an Assignment and Assumption Agreement substantially in the form of Schedule 2.1(a)(i)(1), all contracts with Third Parties under or in connection with the Collaboration Agreement, including investigator sites, that are in existence as of the Effective Date, to the extent assignable; provided, that PPD and TSD shall each use reasonable efforts to obtain any necessary consents from Third Parties promptly after the Effective Date. Schedule 2.1(a)(i)(2) lists all Third Party contracts in existence as of the Effective Date. PPD confirms that it has provided TSD with true and correct copies of all Third Party contracts in existence as of the Effective Date and as listed in Schedule 2.1(a)(i)(2).
(ii) TSD shall have the obligations of payment for services to be performed by PPD pursuant to the Collaboration Agreement as set forth in Section 5.4 of this Agreement; and
(iii) Articles 12, 14, 15, 16, and 17 and Sections 3.4(e)(ii) and 11.1 of the Collaboration Agreement shall survive termination.
(b) Without limiting the generality of the foregoing, following the Effective Date, and except as specifically set forth herein, PPD shall not, directly or indirectly, have any liability or obligation for any cost or expense related to any Compound or Product, including but not limited to costs or expenses for research, development, manufacturing, or commercialization of any Compound or any Product.
Termination of Collaboration Agreement. The Collaboration Agreement is terminated in its entirety.
Termination of Collaboration Agreement. This Agreement will automatically terminate upon the early termination of the Collaboration Agreement in accordance with its Section 11.2.
Termination of Collaboration Agreement. As of the Second Restated Effective Date, except as certain provisions of the First Restated Agreement are expressly referenced and incorporated herein, the First Restated Agreement is terminated in its entirety, including all rights and licenses granted thereunder and any and all obligations thereunder, including, but not limited to those incurred prior to, as of or subsequent to the Second Restated Effective Date, and no rights or obligations of the First Restated Agreement shall survive such termination. For the avoidance of doubt, this Section 2.1 of this Agreement supersedes Section 14 of the First Restated Agreement (including Section 14.7 of the First Restated Agreement) and sets forth the Parties’ entire understanding and agreement as to the effect of this termination of the First Restated Agreement and reversion of rights to Amicus.
Termination of Collaboration Agreement. For clarity, the Parties agree that, regardless of any termination of the Collaboration Agreement, this Agreement shall remain in full force and effect according to its terms.
Termination of Collaboration Agreement. The restrictions contained in Sections 6.1(b), (c) and (d) shall expire as follows:
(i) The restrictions contained in Section 6.1(b) shall expire on the earlier of (A) the date of the expiration of the No Solicitation Period or (B) the date that is one year following the expiration or termination of the Collaboration Agreement in accordance with the terms thereof;
(ii) The restrictions contained in Section 6.1(c) shall expire on the earlier of (A) the date of the expiration of the Restriction Period or (B) the date that is one year following the expiration or termination of the Collaboration Agreement in accordance with the terms thereof;
(iii) The restrictions contained in Section 6.1(d) shall expire on the date that is one year following the expiration or termination of the Collaboration Agreement in accordance with the terms thereof.
Termination of Collaboration Agreement. In the event that the Collaboration Agreement is terminated with respect to the Products in the Territory, this Agreement will similarly terminate.
Termination of Collaboration Agreement. Subject to the terms and conditions of this Agreement, as of the Effective Date, the Collaboration Agreement (including all terms, conditions and provisions thereof and all of the Parties’ respective rights and obligations thereunder) is hereby terminated and of no further force or effect; provided, however, that:
(a) Section 2.2 of the Collaboration Agreement, together with the definitions of the defined terms used in such Section 2.2 set forth in the Collaboration Agreement, shall survive the termination of the Collaboration Agreement and are hereby incorporated by reference in this Agreement;
(b) such termination of the Collaboration Agreement shall not relieve either Party of any obligation or liability accruing prior to such termination under Article 9 of the Collaboration Agreement, nor shall such termination of the Collaboration Agreement preclude either Party from pursuing all rights and remedies it may have under the Collaboration Agreement, at law or in equity, with respect to breach of Article 9 of the Collaboration Agreement by the other Party [***];
(c) except as otherwise expressly set forth in Section 9.1 of this Agreement, each Party’s information that was the subject of confidentiality obligations under the Collaboration Agreement shall be deemed to be Confidential Information of such Party under this Agreement; and
(d) the Parties hereby agree that a final accounting of the aggregate amount of previously-unreimbursed Research Program Costs for which Xxxxxxx is obligated to reimburse Cidara pursuant to Section 6.2 of the Collaboration Agreement as of the Effective Date is $855,973 (such amount, the “Outstanding Research Program Costs”). Xxxxxxx shall pay the Outstanding Research Program Costs in full to Cidara within 45 days following the Effective Date.
Termination of Collaboration Agreement. Notwithstanding Section 10.2.1 of the Collaboration Agreement, both Parties agreed to terminate the Collaboration Agreement on the Effective Date. Accordingly, the Collaboration Agreement is hereby terminated in its entirety as of the Effective Date, subject to Article 11 of the Collaboration Agreement and except as otherwise expressly set forth herein. Unless otherwise defined herein, all of the terms used in this Agreement with an initial capital letter shall have the definitions set forth in the Collaboration Agreement. As of the Effective Date, (i) all licenses and rights granted to DS by Zymeworks under the Collaboration Agreement, including without limitation as set forth in Section 2.1 thereof, shall terminate and shall no longer be in effect, and (ii) Zymeworks and DS shall release each other from any and all rights, obligations, duties, claims, damages, demands, debts and liabilities under any provisions of the Collaboration Agreement, or arising out of or relating to the termination of the Collaboration Agreement; provided that termination of the Collaboration Agreement shall not relieve either party from (a) any obligation accruing prior to such termination, (b) any obligation which is expressly indicated to survive such termination in the Collaboration Agreement, including without limitation Article 9 of the Collaboration Agreement, unless otherwise expressly provided in this Agreement, or (c) any obligation expressly set forth in this Agreement. Notwithstanding anything herein or in the Collaboration Agreement to the contrary, the [***] Survival Sections shall survive the termination of the Collaboration Agreement and remain in full force and effect with respect to any and all [***] Products. Upon expiration of [***] Royalty Term for a [***] Product, the licenses and rights granted to Zymeworks under Section 2.2.2(a) of the Collaboration Agreement shall become non-exclusive, fully paid-up, perpetual licenses, solely with respect to such [***] Product.
