Effects of Termination or Expiration. (a) Study Wind-Down. Following termination of this Agreement under Section 12.2 or Section 12.3, the Parties shall cooperate to ensure the orderly wind-down of Study activities, taking into consideration the safety and welfare of Subjects.
Effects of Termination or Expiration. Upon termination (but not expiration pursuant to Section 17.1) of this CCPS Agreement for any reason:
(a) Wind Down. Celgene will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going clinical studies for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by Bluebird, allow Celgene, its Affiliates or its Sublicensees to complete such trials. Celgene will be responsible for any costs associated with such wind-down. Bluebird will pay all costs incurred by either Party to complete such studies should Bluebird request that such studies be completed.
Effects of Termination or Expiration. (a) Distributor may resell the Products for which orders have been accepted by MaxLinear as of the date of termination or expiration, unless this Agreement was terminated by MaxLinear under Section 6.3, in which case Distributor will not have any post-termination resale rights.
(b) MaxLinear may, but is not obligated to, supply Products to meet Distributor’s End User backlog at termination. MaxLinear will only accept C.O.D. orders after termination.
(c) At MaxLinear’s sole discretion, MaxLinear may purchase Distributor’s inventory of standard Product at cost within 30 days of termination, unless the Agreement was terminated by Distributor. MaxLinear will notify Distributor in writing of any restocking charge for the Product.
(d) Distributor and MaxLinear will continue to provide technical support in accordance with Section 2.6 to End Users that purchased Products before termination or expiration of this Agreement.
(e) Within 14 days of expiration or termination or this Agreement, Distributor will provide MaxLinear with information with regard to status and number of existing commitments to supply the Products to third parties that have not been ordered.
(f) In addition, the following provisions will survive any expiration or termination of this Agreement: Sections 4, 6.5, 8.1, 9.3, 13, and 15. The termination or expiration of this Agreement will not relieve Distributor of (i) the obligation to pay any fees that are due to MaxLinear under this Agreement and (ii) Distributor’s obligation to indemnify MaxLinear as specified in this Agreement.
Effects of Termination or Expiration. The termination or expiration of this Agreement will not relieve the Licensee of its obligation to pay any fees, royalties or other payments owed to Institute at the effective date of such termination or expiration and will not impair any accrued right of Institute, including the right to receive Earned Royalties in accordance with Article 4.
Effects of Termination or Expiration. Upon termination (but not expiration pursuant to Section 6.1) of this Product Commercialization Schedule with respect to a Product and the related Subject Constructs for any reason:
(a) Wind Down. AstraZeneca will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going clinical trials with respect to such Product and the related Subject Constructs for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by Moderna, AstraZeneca will transition such trials to Moderna or its designee. [***].
(b) Schedule A. Any unpaid yet accrued Exercise Price attributable to such Product or the related Subject Constructs will remain due and payable to Moderna, pursuant to Schedule A. Thereafter, the applicable Schedule A will immediately terminate and no further payments will be due thereunder with respect to such Product or the related Subject Constructs.
Effects of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, all rights granted by Bluebird to Celgene hereunder will terminate, provided that:
(a) IND Product Candidates. Bluebird will, at Celgene’s election, complete initial Phase 1 Studies for one (1) or more IND Product Candidates selected by Celgene, and, if Celgene elects not to have Bluebird complete any such Phase 1 Study, Bluebird may do so at its own expense. In either case, (i) the provisions of Sections 5.1 through 5.6 will apply with respect to any such IND Product Candidates (but excluding Section 5.3 if Celgene has terminated this Agreement pursuant to Section 12.3(a)), (ii) Celgene will grant to Bluebird an exclusive, worldwide, royalty-free right and license in the Field, without the right to grant sublicenses (other than to permitted subcontractors under Section 2.4), under the Celgene IP and Celgene’s interest in jointly owned Collaboration IP solely to complete any such Phase 1 Study, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and (iii) if Celgene has elected to have Bluebird complete such Phase 1 Study, or if Celgene has not elected to have Bluebird complete a Phase 1 Study but Bluebird has completed such Phase 1 Study and Celgene exercises its option with respect to such IND Product Candidate as set forth in Section 5.1, Celgene will reimburse Bluebird for [***] Notwithstanding the foregoing, if Bluebird has terminated this Agreement pursuant to Section 12.2, upon Celgene’s exercise of its option with respect to an IND Product Candidate as set forth in Section 5.1, in lieu of paying the Option Fees and reimbursing Bluebird for its costs and expenses incurred in connection with completing a Phase 1 Study for such IND Product Candidate, Celgene will pay to Bluebird an amount equal to the greater of [***] If Celgene does not exercise its option with respect to such IND Product Candidate as set forth in Section 5.1, Bluebird (or an Affiliate designated by Bluebird) and Celgene will, at Bluebird’s option, enter into a License Agreement in the form attached hereto as Exhibit A with respect to the IND Product Candidate, but reversing the roles of the Parties thereunder, mutatis mutandis, ...
Effects of Termination or Expiration. Upon termination or expiration of this Agreement for any reason:
(a) the Services Program will terminate and any Research Polypeptides will become Discontinued Polypeptides (and Collaboration mRNA Constructs with respect thereto will become Discontinued Product Candidates); provided, for clarity, that, AstraZeneca will retain its rights and obligations under the A&R Option Agreement to any Optioned Product Candidates (and associated Subject Constructs and Products) at the time of such termination unless AstraZeneca is in breach of the A&R Option Agreement with respect to such Optioned Product Candidates (and associated Subject Constructs and Products) and the provisions of this Agreement relevant to the Parties’ on-going activities with respect to such and Optioned Product Candidates (and associated Subject Constructs and Products)including Article 4 and Exhibit A-1 shall continue to apply;
(b) Moderna will return (or destroy or erase, as directed by AstraZeneca) all data, files, records and other materials containing or comprising AstraZeneca’s Confidential Information. Notwithstanding the foregoing, (i) in respect of physical embodiments of information, Moderna will be permitted to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, and (ii) in respect of any information stored electronically or in other non-physical media, it will be sufficient for Moderna to procure that access to such information is restricted to non-commercial archiving purposes only;
(c) except to the extent AstraZeneca has rights to continue to Exploit Product Candidates, Option Product Candidates or Products pursuant to the Transaction Agreements, all documents relating solely to or necessary to Exploit Discontinued Product Candidates, as such items exist as of the effective date of such termination, will be assigned to Moderna, and AstraZeneca will provide to Moderna one (1) copy of the foregoing; and
(d) except as otherwise necessary to continue exercising any ongoing licenses under the Transaction Agreements, the Parties will return (or destroy or erase, as directed by the other Party) all data, files, records and other materials containing or comprising the other Party’s Confidential Information. Notwithstanding the foregoing, (i) in respect of physical embodiments of information, the Parties will be permitted to retain one copy of such data, files, records, and other materials for non-commercial archival purposes, and (ii) i...
Effects of Termination or Expiration. In the event of termination or expiration of this Supply Agreement, the following provisions shall apply:
(a) All Purchase Orders of the Products not yet manufactured shall automatically be deemed cancelled, and Manufacturer shall have no further obligation to supply Purchaser with such Products.
(b) Purchaser shall be obligated to purchase (i) all Products manufactured or in the process of being manufactured and covered by the Binding Period and (ii) any and all Inventory that exists on the effective date of termination and for which Manufacturer has no other use and cannot be used by Manufacturer. Purchaser will purchase such Inventory from Manufacturer at a price equal to a cost plus basis of such Inventory. Once purchased, Purchaser may request Manufacturer to destroy Inventory which cannot be used by Manufacturer; in this case, Manufacturer shall destroy the Inventory and Purchaser shall bear the out-of-pocket destruction costs.
(c) Any expiration or termination of this Supply Agreement shall not release the Parties from liabilities or obligations accrued on or prior to the date of expiration or termination. The following provisions shall survive termination or expiration of this Supply Agreement indefinitely or for such shorter period as is provided in such Sections, along with any other provisions of this Supply Agreement that are necessary to interpret or give effect to any of the following provisions: Sections 3.9 (Conflicts), 4.1 (Transfer of Manufacturing Equipment), 4.2 (Technology Transfer and Manufacturing Transition) (but only until the completion of the Technology Transfer, provided that Manufacturer’s obligation to provide reasonable support under Section 4.2(b) shall terminate upon the earlier of the completion of the Technology Transfer or six (6) months after the effective date of expiration or termination of this Supply Agreement), 4.3 (Post-Transfer Supply Agreement), 7 (Termination), 9.3 (Records), 9.4 (Inspection by Manufacturer), 10.1 (Quality Agreement), 10.4 (Corrective Action), 10.5 (Product Complaints), 10.6 (Liability for Corrective Actions) and 10.7 (Regulatory Inspections); and Articles 14 (Confidential Information), 15 (Public Announcements), 17 (Indemnification), 18 (Dispute Resolution) and 19 (Miscellaneous).
Effects of Termination or Expiration. Upon termination or expiration of this A&R Option Agreement for any reason:
(a) The license grants (including Section 3.1) will terminate, other than [***];
(b) Any unpaid Exercise Price attributable to those Optioned Product Candidate (and associated Development Pool Candidates) will remain due and payable to Moderna, pursuant to the applicable Schedule A; and
(c) All unexercised Options will automatically terminate; Provided that, in the event that either Party terminates this A&R Option Agreement with respect to a particular Optioned Product Candidate, Subject Construct or Product, the provisions of Section 6.3 of the Product Commercialization Schedule will apply.
Effects of Termination or Expiration. Exhibit 11 sets forth the parties' respective obligations and rights under each possible circumstance of termination or expiration; provided, however, termination pursuant to Sections 16.01b, c and d shall not constitute a party's exclusive remedy for a breach of this Agreement, and neither party shall be deemed to have waived any of its rights accruing hereunder prior to such termination.
