Termination Shall Not Affect Royalties Clause Samples
The 'Termination Shall Not Affect Royalties' clause establishes that the obligation to pay royalties continues even after the agreement is terminated. In practice, this means that if a license or contract ends—whether by expiration, breach, or mutual agreement—the party responsible for paying royalties must still do so for any products sold, services rendered, or uses made during the term of the agreement. This clause ensures that the licensor or rights holder receives compensation for all uses covered by the agreement, preventing the licensee from avoiding payment by simply ending the contract.
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Termination Shall Not Affect Royalties. Notwithstanding anything herein to the contrary, termination of this Agreement shall not relieve RBM of its obligation to pay LUMINEX royalties under Article 4 hereof for so long as RBM continues to receive revenues from third parties for the provision of Testing Services, Net Sales from Developed Kits or as otherwise contemplated by Section 2.2, as the case may be; provided that, in no event shall RBM be obligated to pay LUMINEX royalties if a material portion (in the joint opinion of LUMINEX and RBM) of the Patents in the LUMINEX Intellectual Property Rights or RBM Generated Intellectual Property, as the case may be, expire, have been terminated or abandoned or invalidated, unless, despite termination, abandonment or invalidation of a material portion of Patents in the LUMINEX Intellectual Property Rights or RBM Generated Intellectual Property, as the case may be, the Testing Services and Developed Kits or royalties contemplated in Section 2.2 hereof are still covered by material claims in those remaining Patent or Patents in the LUMINEX Intellectual Property Rights or RBM Generated Intellectual Property, as the case may be, that were not terminated, abandoned or invalidated. In the event LUMINEX and RBM cannot agree upon the issue of materiality set forth above, either or both of them may refer the matter to binding arbitration in accordance with the then applicable rules of the AAA, at their joint expense, and until the matter is finally determined, RBM shall continue to pay royalties under the provisions of Section 4.7 or Section 2.2, as the case may be, subject to refund based upon the arbitrators’ determination, if applicable.