Accrued Rights; Surviving Obligations. Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party under this Agreement prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve either Party from obligations which are expressly indicated to survive termination or expiration of this Agreement.
Accrued Rights; Surviving Obligations. Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly or by implication intended to survive termination, relinquishment or expiration of this Agreement and shall not affect or prejudice any provision of this Agreement which is expressly or by implication provided to come into effect on, or continue in effect after, such termination, relinquishment or expiration.
Accrued Rights; Surviving Obligations. 5.4.1. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration.
5.4.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Articles 1, 5 and 6 of this Agreement shall survive the termination or expiration of this Agreement for any reason.
Accrued Rights; Surviving Obligations. Unless explicitly provided otherwise in this Agreement, termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights, which shall have accrued to the benefit to any Party prior to such termination, relinquishment or expiration, including damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination or expiration of the Agreement, including those obligations set forth in Articles 1., 8., 9., 12., 13., 14. and 16., and Sections 15.6. and 15.7.
Accrued Rights; Surviving Obligations. Termination, relinquishment or expiration of the Agreement or any portion hereof for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such termination, relinquishment or expiration, including damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve either Party from obligations which are expressly indicated to survive termination or expiration of this Agreement. [*#*]CONFIDENTIAL TREATMENT REQUESTED
Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 2.4 and 3.3.3 and Articles 1, 4, 5, 6, 7, 8, 9 and 10 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety or as otherwise necessary for any of AstraZeneca and its Affiliates and its and their (sub)licensees to exercise their rights in the Terminated Territory) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and for the avoidance of doubt all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory).
Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Articles 1, 7, 9, 10 and Sections 11.2, and 11.5 through 11.11 of this Agreement shall survive the termination or expiration of this Agreement for any reason.
Accrued Rights; Surviving Obligations. 12.7.1. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets or one (1) or more countries) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, in the event of a termination or expiration of this Agreement in its entirety, the following Sections and Article shall survive, and, in the event of a termination of this Agreement with respect to one (1) or more Included Targets or one (1) or more countries, the following Sections and Article shall survive with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminated.
12.7.2. Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall con...
Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, (i) Section 10.9 and this Section 10.10 and Articles 7, 9 and 11 of this Agreement shall survive the termination or expiration of this Agreement for any reason, (ii) Sections 3.2.5, 3.3.1(a), 3.3.3(a), 4.1, 4.3.1, 4.3.2, 6.2, 6.3.1, the second sentence of Section 6.4.2(a), Sections 6.4.3(a), 6.4.3(b), 6.5 and 6.6 shall survive any termination of this Agreement other than a termination by Lightlake pursuant to Section 10.3 or Section 10.4 hereof or a termination by Adapt pursuant to Section 10.2 hereof, (iii) Sections 5.4 through 5.9 and Section 10.8.2 shall survive a termination by Adapt pursuant to Section 10.3 hereof, (iv) Article 5 shall survive a termination by Adapt pursuant to Section 10.5 hereof and (v) Sections 10.6, 10.7 and 10.8.1 shall survive any termination of this Agreement by Lightlake pursuant to Section 10.3 or Section 10.4 hereof. With respect to any Sections that survive in accordance with this Section 10.10, the corresponding definitions shall appropriately survive (e.g. the definition of “Term” shall continue with respect to the above noted Sections and usage in other definitions).
Accrued Rights; Surviving Obligations. (a) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any liabilities that shall have accrued prior to such termination, or expiration. Such termination, relinquishment or expiration shall not relieve a Party from obligations that are expressly indicated to survive termination or expiration of this Agreement.
(b) Without limiting the foregoing, Article 1, Section 8.3, Section 9.7(c), Section 9.7(d), Section 10.1, Section 10.2, Section 10.9, Section 10.10, Article 11, Article 12, Article 13, Section 14.1, Section 14.4, Section 14.5, Section 14.6, Article 15, and Article 16 (other than Section 16.19) shall survive the expiration or termination of this Agreement for any reason.
