Common use of Upon termination of this Agreement Clause in Contracts

Upon termination of this Agreement. 28.6.1 Licensee shall cease using the Intellectual Property Rights licensed to it under this Agreement and shall deliver to Licensor all documents embodying the Know-how or other Intellectual Property Rights in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that (i) Licensee may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensee`s standard computer back-up devices (which copies the Licensee agrees not to access after the termination) and (ii) if the Know-how has, as a whole, become publicly known, other than by the action of Licensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; 28.6.2 Licensee shall have the right, for six (6) months from the date of termination of this Agreement, to sell stocks of the Products manufactured by Licensee itself or supplied by Licensor prior to the date of termination. Royalties and other amounts due under this Agreement shall remain payable on all such Products calculated in accordance with this Agreement; 28.6.3 Royalties and other amounts due under this Agreement shall be paid to Licensor within two (2) calendar months after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under this Agreement and render statements in respect of all other Products sold, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (a) to the extent possible, transfer to Licensor or its designee any Regulatory Approval of the Product, at Licensee’s costs (unless Licensee terminates because of breach of Licensor); (b) if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in order to facilitate application for corresponding registrations by Licensor or its designees; (c) permit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s prior written approval for each such step that is of an irrevocable nature; and 28.6.6 Licensor shall cease using the Intellectual Property Rights of the Licensee Foreground IP, except for Patents and Know-how which Licensor can continue to use, or the Licensee Background IP licensed to it under this Agreement, unless otherwise stated in this Agreement. Licensor shall deliver to Licensee all documents embodying the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination). 28.6.7 The provisions of Clause 24 (Confidentiality), Clause 27 (Indemnities), as well as any other provision which by its terms or by the context thereof, is intended to survive termination, shall in any event remain in force.

Upon termination of this Agreement. 28.6.1 Licensee 10.5.1 If at any time Company sends notice of termination to Agent as provided in Section 10.2 above or the Agreement is otherwise terminated as provided herein, Agent shall cease using not solicit, underwrite, quote, bind, or issue any Policies or renew any existing Policies for which the Intellectual Property Rights licensed inception date or renewal date falls after the effective date of termination of this Agreement, nor shall Agent cancel and rewrite any existing Policies to it provide for inception or anniversary dates prior to the effective date of termination of this Agreement. Unless instructed otherwise by Company in writing, anniversary dates of Policies shall be regarded as renewal dates for this purpose, and Agent shall terminate any such Policies on its next anniversary date after the effective date of termination of this Agreement, subject to applicable governmental regulatory requirements for cancellation or non-renewal. Upon termination of this Agreement, the authority of Agent to underwrite or issue Policies on behalf of Company shall also terminate. 10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's duties and responsibilities under this Agreement and shall deliver to Licensor survive termination of this Agreement until such time as all documents embodying the Know-how or other Intellectual Property Rights in its possession or controlPolicies issued, underwritten, or destroy serviced by Agent pursuant to this Agreement have expired and the Reinsurance Agreements have expired, all known losses there under have been paid or settled, have run off or otherwise have been disposed of in the judgment of Company, all incurred but not reported loss reserves have been reduced to zero, and any amounts owed to Company by others or under the Reinsurance Agreements have been collected by Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and certify such destruction after the term of this Agreement) is set forth in the Commissions Section of Exhibit A attached hereto. 10.5.3 Agent shall, unless notified in writing to Licensor) such documents, it being understood that (i) Licensee may retain one (1) copy of any such document exclusively for record-retention purposes and the contrary by Company: A. Continue to represent Company for the purpose of monitoring compliance servicing Policies placed by Agent with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensee`s standard computer back-up devices (Company which copies the Licensee agrees not to access are in force on, or renewed at Company's election, or as required by law, after the termination) and (ii) if the Know-how has, as a whole, become publicly known, other than by the action of Licensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; 28.6.2 Licensee shall have the right, for six (6) months from the date of termination of this Agreement, and Agent shall continue to sell stocks of the Products manufactured by Licensee itself or supplied by Licensor prior to the date of termination. Royalties receive its normal compensation for such services. B. Issue and other amounts due under this Agreement shall remain payable countersign appropriate endorsements on all such Products calculated Policies in accordance with this Agreement; 28.6.3 Royalties and other amounts due under this Agreement shall be paid to Licensor within two (2) calendar months after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under this Agreement and render statements in respect of all other Products soldforce, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (a) to the extent possible, transfer to Licensor or its designee any Regulatory Approval of the Product, at Licensee’s costs (unless Licensee terminates because of breach of Licensor); (b) if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in order to facilitate application for corresponding registrations by Licensor or its designees; (c) permit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s without prior written approval for each of Company, such step that is of an irrevocable nature; and 28.6.6 Licensor endorsement shall cease using not increase nor extend Company's liability nor extend the Intellectual Property Rights of the Licensee Foreground IP, except for Patents and Know-how which Licensor can continue to use, or the Licensee Background IP licensed to it under this Agreement, unless otherwise stated in this Agreement. Licensor shall deliver to Licensee all documents embodying the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy term of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination)Policy. 28.6.7 The provisions C. Collect and receipt for premiums and retain commissions out of Clause 24 (Confidentiality), Clause 27 (Indemnities), premiums collected as well as any other provision which by its terms or by the context thereof, is intended to survive termination, shall in any event remain in forcefull compensation.

Upon termination of this Agreement. 28.6.1 Licensee (A) all confidentiality provisions set out herein shall cease using remain in full force and effect for a period of five (5) years; (B) all representations, warranties, and indemnities shall survive the Intellectual Property Rights licensed termination of this agreement and shall remain in full force and effect; (C) termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; (D) except as is necessary to enable Elan to exercise the licenses to be granted by Newco and/or Sheffield to Elan under this Agreement Agreement, upon any termination of this Agreement, Newco, Sheffield and Elan shall deliver promptly return to Licensor the other Party all documents embodying Confidential Information received from the Know-how or other Intellectual Property Rights in its possession or control, or destroy Party (and certify such destruction to Licensor) such documents, it being understood that (i) Licensee may retain except one (1) copy of any such document exclusively which may be retained for record-retention purposes and for archival purposes); (E) in the purpose of monitoring compliance with its obligations pursuant to event this Agreement and subject to is terminated for any copies remaining on the Licensee`s standard computer back-up devices (which copies the Licensee agrees not to access after the termination) and (ii) if the Know-how hasreason, as a whole, become publicly known, other than by the action of Licensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; 28.6.2 Licensee Sheffield shall have the right, right for a period of six (6) months from termination to sell or otherwise dispose of the date stock of any Product then on hand, which such sale shall be subject to applicable terms of this Agreement; (F) any sums that were due from Sheffield to Newco and Elan prior to the exercise of the right to terminate this Agreement shall be paid in full within sixty (60) days of termination of this Agreement, ; (G) the rights of inspection and audit shall continue in force for the period referred to sell stocks in the relevant provisions of the Products manufactured by Licensee itself or supplied by Licensor prior to the date of termination. Royalties and other amounts due under this Agreement shall remain payable on all such Products calculated in accordance with this Agreement; 28.6.3 Royalties and other amounts due under this Agreement shall be paid to Licensor within two (2H) calendar months after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under this Agreement and render statements in respect of all other Products sold, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (a) to the extent possible, transfer to Licensor or its designee any Regulatory Approval of the Product, at Licensee’s costs (unless Licensee terminates because of breach of Licensor); (b) if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in order to facilitate application for corresponding registrations by Licensor or its designees; (c) permit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s prior written approval for each such step that is of an irrevocable nature; and 28.6.6 Licensor shall cease using the Intellectual Property Rights of the Licensee Foreground IPAt Elan's option, except for Patents and Know-how which Licensor can continue the termination of this Agreement due to usethe Insolvency of Elan, or unless the Licensee Background IP licensed Elan License Agreement is terminated due to it under this Agreement, unless otherwise stated the breach by Elan beyond any cure or grace period in this Agreement. Licensor shall deliver to Licensee all documents embodying accordance with the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination). 28.6.7 The provisions of Clause 24 (Confidentiality), Clause 27 (Indemnities), as well as any other provision which by its terms or by the context thereof, is intended the Newco Intellectual Property, the Newco Improvements, all improvements developed or invented by or on behalf of Sheffield during the Project and all of the rights whatsoever granted to survive terminationSheffield hereunder shall immediately be deemed to have been reverted, shall assigned and transferred to Elan, including rights in any event remain in forceand to the Joint Intellectual Property.

Upon termination of this Agreement. 28.6.1 Licensee 10.5.1 If at any time the Company sends notice of termination to Agent as provided in Section 10.2 above or the Agreement is otherwise terminated as provided herein, Agent shall cease using the Intellectual Property Rights licensed to it under this Agreement and shall deliver to Licensor all documents embodying the Know-how or other Intellectual Property Rights in its possession or controlnot, or destroy (and certify such destruction to Licensor) such documents, it being understood that (i) Licensee may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant respect to this Agreement and subject to Agreement, solicit, underwrite, quote, bind or issue any copies remaining on Policies or renew any existing Policies for which the Licensee`s standard computer back-up devices (which copies the Licensee agrees not to access inception date or renewal date falls after the termination) and (ii) if the Know-how has, as a whole, become publicly known, other than by the action of Licensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; 28.6.2 Licensee shall have the right, for six (6) months from the effective date of termination of this Agreement, nor shall Agent cancel and rewrite any existing Policies to sell stocks of the Products manufactured by Licensee itself provide for inception or supplied by Licensor anniversary dates prior to the effective date of terminationtermination of this Agreement. Royalties Anniversary dates of Policies shall be regarded as renewal dates for this purpose, and other amounts due Agent shall terminate any such Policies on its next anniversary date after the effective date of 16 termination of this Agreement unless instructed otherwise by the Company in writing. Upon termination of this Agreement, the authority of Agent to underwrite or issue Policies on behalf of the Company shall also terminate. 10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's duties and responsibilities under this Agreement shall remain payable on survive termination of this Agreement until such time as all such Products calculated Policies issued, underwritten or serviced by Agent pursuant to this Agreement have expired and the Quota Share has expired, and all known losses thereunder have been paid or settled, have runoff or otherwise have been disposed of in accordance with the judgement of the Company, and all incurred but not reported loss reserves have been reduced to zero, and any amounts owed to the Company by others or under the Quota Share in regard to any claims have been collected by the Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and after the term of this Agreement;) is set forth in the Commissions section of Exhibit A. 28.6.3 Royalties and other amounts due under this Agreement shall be paid 10.5.3 Agent shall, unless notified in writing to Licensor within two (2) calendar months the contrary by Company: a. Continue to represent Company for the purpose of servicing Policies placed by Agent with Company which are in force on, or renewed at Company's election, or as required by law, after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under of this Agreement and render statements continue to receive its normal compensation for such services. B. Issue and countersign appropriate endorsements on contracts of insurance in respect of all other Products soldforce, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (a) to the extent possible, transfer to Licensor or its designee any Regulatory Approval of the Product, at Licensee’s costs (unless Licensee terminates because of breach of Licensor); (b) if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in order to facilitate application for corresponding registrations by Licensor or its designees; (c) permit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s without prior written approval for each of Company, such step that is of an irrevocable nature; and 28.6.6 Licensor endorsement shall cease using the Intellectual Property Rights of the Licensee Foreground IP, except for Patents and Know-how which Licensor can continue to use, or the Licensee Background IP licensed to it under this Agreement, unless otherwise stated in this Agreement. Licensor shall deliver to Licensee all documents embodying the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination). 28.6.7 The provisions of Clause 24 (Confidentiality), Clause 27 (Indemnities), as well as any other provision which by its terms or by the context thereof, is intended to survive termination, shall in any event remain in force.increase

Upon termination of this Agreement. 28.6.1 Licensee 10.5.1 If at any time Company sends notice of termination to Agent as provided in Section 10.2 above or the Agreement is otherwise terminated as provided herein, Agent shall cease using not solicit, underwrite, quote, bind, or issue any Policies or renew any existing Policies for which the Intellectual Property Rights licensed inception date or renewal date falls after the effective date of termination of this Agreement, nor shall Agent cancel and rewrite any existing Policies to it provide for inception or anniversary dates prior to the effective date of termination of this Agreement. Unless instructed otherwise by Company in writing, anniversary dates of Policies shall be regarded as renewal dates for this purpose, and Agent shall terminate any such Policies on its next anniversary date after the effective date of termination of this Agreement, subject to applicable governmental regulatory requirements for cancellation or non-renewal. Upon termination of this Agreement, the authority of Agent to underwrite or issue Policies on behalf of Company shall also terminate. 10.5.2 Unless otherwise indicated by this Agreement or Company otherwise notifies Agent in writing, Agent's duties and responsibilities under this Agreement and shall deliver to Licensor survive termination of this Agreement until such time as all documents embodying the Know-how or other Intellectual Property Rights in its possession or controlPolicies issued, underwritten, or destroy serviced by Agent pursuant to this Agreement have expired and the Reinsurance Agreements have expired, all known losses there under have been paid or settled, have run off or otherwise have been disposed of in the judgment of Company, all incurred but not reported loss reserves have been reduced to zero, and any amounts owed to Company by others or under the Reinsurance Agreements have been collected by Company. The only compensation Agent shall receive for its performance of its duties hereunder (both during and certify such destruction after the term of this Agreement) is set forth in the Commissions Section of Exhibit A attached hereto. 10.5.3 Agent shall, unless notified in writing to Licensor) such documents, it being understood that (i) Licensee may retain one (1) copy of any such document exclusively for record-retention purposes and the contrary by Company: a. Continue to represent Company for the purpose of monitoring compliance servicing Policies placed by Agent with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensee`s standard computer back-up devices (Company which copies the Licensee agrees not to access are in force on, or renewed at Company's election, or as required by law, after the termination) and (ii) if the Know-how has, as a whole, become publicly known, other than by the action of Licensee, then Licensee may continue to use it without further payment to Licensor, subject to any relevant Patents or other Intellectual Property Rights held by Licensor then subsisting; 28.6.2 Licensee shall have the right, for six (6) months from the date of termination of this Agreement, and Agent shall continue to sell stocks of the Products manufactured by Licensee itself or supplied by Licensor prior to the date of termination. Royalties receive its normal compensation for such services. b. Issue and other amounts due under this Agreement shall remain payable countersign appropriate endorsements on all such Products calculated Policies in accordance with this Agreement; 28.6.3 Royalties and other amounts due under this Agreement shall be paid to Licensor within two (2) calendar months after the date of effective expiration or termination and Licensee shall at the same time pay any undisputed outstanding royalties or other amounts due under this Agreement and render statements in respect of all other Products soldforce, put into use or otherwise disposed of prior to the date of effective expiration or termination; 28.6.4 The provisions relating to the payment of royalties and other amounts due under this Agreement and the rendering and auditing of accounts and other information, shall remain in force as long as may be necessary in order to wind-up the outstanding obligations of both parties; 28.6.5 Subject only to the provisions of Clause 28.6.2 hereof, Licensee shall cease using or operating under any Regulatory Approval of the Product and shall, to the extent Licensee is the holder of any Regulatory Approval, promptly do one or more of the following as explicitly requested by Licensor from time to time: (a) to the extent possible, transfer to Licensor or its designee any Regulatory Approval of the Product, at Licensee’s costs (unless Licensee terminates because of breach of Licensor); (b) if a transfer as envisaged under (a) is not possible, or with a view to making a transfer as envisaged under (a) possible, cancel any such Regulatory Approval in order to facilitate application for corresponding registrations by Licensor or its designees; (c) permit and authorise Licensor or its designee, while applying for corresponding registrations, to rely on or refer to any documents submitted by Licensee to Regulatory Authorities in respect of the Product; (d) take any other steps which may be reasonably necessary to enable Licensor or its designee to use or operate under any Regulatory Approval of the Product obtained pursuant to this Agreement, including the execution of a no-objection letter or similar document; provided that any step under (a) through (d) here above shall be taken only in close co-operation with Licensor and with Licensor’s without prior written approval for each of Company, such step that is of an irrevocable nature; and 28.6.6 Licensor endorsement shall cease using not increase nor extend Company's liability nor extend the Intellectual Property Rights of the Licensee Foreground IP, except for Patents and Know-how which Licensor can continue to use, or the Licensee Background IP licensed to it under this Agreement, unless otherwise stated in this Agreement. Licensor shall deliver to Licensee all documents embodying the Intellectual Property Rights other than Know-how and Patents in its possession or control, or destroy (and certify such destruction to Licensor) such documents, it being understood that Licensor may retain one (1) copy term of any such document exclusively for record-retention purposes and for the purpose of monitoring compliance with its obligations pursuant to this Agreement and subject to any copies remaining on the Licensor`s standard computer back-up devices (which copies the Licensor agrees not to access after the termination)Policy. 28.6.7 The provisions c. Collect and receipt for premiums and retain commissions out of Clause 24 (Confidentiality), Clause 27 (Indemnities), premiums collected as well as any other provision which by its terms or by the context thereof, is intended to survive termination, shall in any event remain in forcefull compensation.