Rights and Duties Upon Termination. 8.1 Upon termination of this Agreement, Eisai shall have the right to retain any sums already paid by Radius hereunder, and Radius shall continue to be obligated to pay all sums accrued hereunder at the time of termination which are then due.
8.2 Upon termination of this Agreement for any reason except material breach by Eisai, Radius shall notify Eisai of the amount of Product Radius then have on hand, the sale of which would, but for termination, be subject to royalty, and Radius shall thereupon be permitted to sell that amount of Product provided that Radius shall pay the royalty thereon at the time herein provided for.
8.3 In either case that Radius terminates this Agreement in accordance with Article 7.2 or that Eisai terminates this Agreement in accordance with Article 7.3, 7.4, 7.5 or 7.6, Radius shall provide or transfer to Eisai all technical information and know-how categorized as Radius Know-How which it possesses at the time of the termination in a timely manner. Thereafter, Eisai shall have a worldwide, royalty-free and perpetual license, under Radius Patents and Radius Know-How, to develop, manufacture, have manufactured, import and sell Compound and Product. In addition to the license to Radius * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. Patents and Radius Know-How, Eisai will have the option to assume, to the extent transferable, any third party licenses and agreements relating to the Product without compensation to Radius; this right is independent and subordinate to the rights of such each sublicensee under Article 8.5.
8.4 Termination of this Agreement shall terminate all outstanding rights and obligations between the Parties arising from this Agreement except those described in this Article 8 as well as Articles 1, 4, 5.4 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 5.6 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), 6.1, 6.4 (second, third and fourth sentences), 9, 10.2, 11 (solely with respect to Product or Semi-Product or bulk Compound material provided by Radius through the date of termination), and 13-16.
8.5 In the event the licenses granted to Radius under this Agreement terminates for any reason, each of Radius’ sublicensees at such time shall continue to have the rights and license set forth in their subli...
Rights and Duties Upon Termination. Within thirty (30) days after termination (but not expiration) of this Agreement, each party shall return to the other party any Confidential Information of the other party. If terminated by Licensee the Licensee also shall return all Licensed Technology which is embodied in physical form to the UM promptly upon the termination of this Agreement. In the event of an early termination of this Agreement, Licensee and its sub-licensees shall have the right to use or sell all the Product(s) on hand or in the process of manufacturing at the time of such early termination, provided that Licensee shall be obligated to pay to UM a royalty on such sales as set forth in this Agreement if, at that time there remains in existence any of UM's Patents covering the transfer of such Product(s) and a royalty or other payment is payable pursuant to the terms of this Agreement. Within thirty (30) days after termination of this Agreement by the UM under Article 9.2 or by Licensee without Cause under Article 9.4, Licensee agrees:
(a) to provide UM with copies of all results of research, development and marketing studies pertaining to the Products and Licensed Technology controlled by Licensee, its Affiliates or sublicencees;
(b) to provide UM an electronic and paper copy of any IND, NDA and any other documents and correspondence related to the Licensed Technology and Product(s) between Licensee and the Food and Drug Administration and other domestic and foreign government agencies controlled by Licensee, its Affiliates or sublicencees; and
(c) to provide UM with an electronic and paper copy of any and all patent and trademark documents and correspondence related to the Licensed Technology and Product(s) between Licensee and the U.S. Patent Office and foreign government equivalents to the extent owned by Licensee, its Affiliates, or sublicencees.
(d) that UM shall own all right, title and interest in said research, development and marketing results as well as regulatory and intellectual property related applications submitted to all government agencies that is owned by Licensee, its Affiliates, or sub-licensees. Licensee, its Affiliates or sub-licensees shall assign all such patents owned by Licensee, its Affiliates or sub-licensees in which UM is not an inventor to UM.
(e) to perform all acts deemed necessary or desirable by UM to permit and assist it, at UM's expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing UM's ownership rights and/or any as...
Rights and Duties Upon Termination. Within thirty (30) days after termination of this Agreement, each party shall return to the other party any Confidential Information of the other Party. Licensee also shall return all copies of the Licensed Program in its possession that are embodied in physical form to Licensor promptly upon the termination of this Agreement.
Rights and Duties Upon Termination. 11.1 Upon termination of this Sublicense Agreement (other than for Novartis' breach), Novartis shall have the right to retain any sums already paid by Vanda hereunder, and Vanda shall pay all sums accrued hereunder which are then due except as otherwise defined in this Sublicense Agreement.
11.2 Upon early termination of this Sublicense Agreement in its entirety or with respect to any country, under Sections 10.1 or 11.6 or due to a breach hereof by Vanda, Vanda shall notify Novartis of the amount of Product that Vanda, its Affiliates and Sublicensees then have on hand for sale in each country, the sale of which would, but for the termination, be subject to royalty, and Vanda, its Affiliates and Sublicensees shall thereupon be permitted to sell that amount of Product, provided that Vanda shall pay the royalty thereon to Novartis, or HMRI, as the case may be, at the time provided for.
11.3 Expiration or termination of this Sublicense Agreement or termination on a country-by-country basis shall terminate all outstanding obligations and liabilities between the parties arising from this Sublicense Agreement except those described in Sections 6.2 (with sole respect to Novartis confidentiality) 6.3, 6.4, 6.5, 6.6, 6.8, 9.1, 9.2, 10.1, 10.2, 10.3, 11.1, 11.2, 11.4, 11.5, 11.6, 12.5, 12.6, 12.7, 14.1 and 14.2, which sections shall survive such termination. In addition, any other provision required to interpret and enforce the parties' rights and obligations under this Sublicense Agreement shall also survive, but only to the extent required for the full observation and performance of the surviving obligations under this Sublicense Agreement.
11.4 Except as otherwise specifically provided for herein, termination, in whole or in part, of the Sublicense Agreement in accordance with the provisions hereof shall not limit remedies to the parties which may be otherwise available in law or equity, including consequential, incidental or indirect damages (such as loss of sales, profits, or goodwill) arising out of a party's performance or nonperformance under this Sublicense Agreement.
11.5 Subject to Section 11.2 and other express provisions hereof, upon early termination of this Sublicense Agreement in its entirety due to breach hereof by Vanda or pursuant to Sections 10.1, 10.2 or 11.6, Vanda's rights in the Compound and Product shall cease, Vanda, its Affiliates and Sublicensees shall cease manufacture, development, marketing and sale of the Compound and Product in the T...
Rights and Duties Upon Termination. (a) Upon termination of this Agreement, Corixa shall have the right to retain any sums already paid by SB hereunder, and SB shall pay all sums accrued hereunder which are then due, which, in each case, shall include all payments under Paragraph 5
(a) except to the extent the Milestone Payment has not become due and payable pursuant to the terms of Paragraphs 5(a) and/or 17(g) and to the extent such payments may be considered and reviewed by the arbitrator(s) pursuant to Section 12 hereof.
(b) Upon termination of this Agreement, SB shall notify Corixa of the amount of Product(s) SB and its subsidiaries and distributors then have on hand, the sale of which would, but for the termination, be subject to royalty, and SB and its sublicensees and distributors shall thereupon be permitted to sell that amount of Product(s), provided that SB shall pay the royalty thereon at the time herein provided for.
Rights and Duties Upon Termination. 13.01 Upon termination of this Agreement and subject to the provisions contained in Section 2, PTL shall have the right to retain any sums already paid by SB hereunder, and SB shall pay all sums accrued hereunder which are then due.
13.02 Upon termination of this Agreement under Sections 12.04, 12.05 and 12.06, SB shall notify PTL of the amount of PRODUCT SB, its AFFILIATES and its sublicensees and its distributors then have on hand, the sale of which would, but for the termination, be subject to royalty, and SB and its AFFILIATES and its sublicensees and its distributors shall thereupon be permitted to sell that amount of PRODUCT provided that SB shall pay the royalty thereon at the time herein provided for.
13.03 Termination of this Agreement shall terminate all outstanding obligations and liabilities between the parties arising from this Agreement except those described in Sections 2.08, 2.09, 8.04, 8.05, 8.07, 8.08, 9.03, 9.06, 9.07, 9.08, 10.01, 11.01, 11.02, 11.03, 11.04, 11.05, 13.01, 13.02, 13.03, 16.01, 17.01 and 19.01.
13.04 Upon termination under Sections12.03, 12.04 (but only in the event SB is the party in default), 12.05 or 12.06 (but only in the event SB is the `other party'), and providing SB or an AFFILIATE of SB has ceased to, or does not, conduct activities in the FIELD, or in any SPECIFIC FIELD as the case may be, within six (6) months after termination, PTL shall have a first right to negotiate with SB a license of rights in such FIELD or SPECIFIC FIELD, to any invention or discovery owned by SB as are referred to in Sections 2.08 and 2.09.
13.05 Without prejudice to Section 2.09 and Section 12.07, in the case of termination under Section 12.04 the non-breaching party, or in the case of termination under Section 12.06 the `other party', or either party in the case of termination otherwise than under Sections 12.04 and 12.06, shall have the rights to exploit any jointly owned know-how and /or patents in the FIELD, without any further obligations to the other party, provided that this grant clause shall in no event be construed as granting rights to SB to use PTL's solely owned TECHNOLOGY, nor to PTL to use any of SB's solely owned know-how,inventions, discoveries and/or patents in the FIELD irrespective of whether jointly owned patents or know-how relate to the same subject matter, and in the event such solely owned patents dominate the jointly owned patents in any manner, the party in need of a licence thereto will have to seek this li...
Rights and Duties Upon Termination. Termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued by either party prior to the effective date of termination and specifically stated herein to survive such termination. Upon any termination of this Agreement, each party shall, and shall cause its Affiliates and sublicensees to, return to the other party within thirty (30) days all copies of Confidential Information of any kind communicated or delivered by the Disclosing Party still within the custody or control of the Receiving Party, including all copies thereof, in whatever form.
Rights and Duties Upon Termination. (a) Upon termination of this Agreement, Patheon will, as promptly as practicable, (i) cease work on the Transfer Services, and (ii) make available for collection by Flexion, […***…] (Incoterms 2010) the Facility, all Materials and results and information resulting from the Transfer Services (whether in written or electronic form) that are then in Patheon’s or its subcontractors’ possession and that are the property of Flexion in accordance with Section 2.9 of this Agreement, including all Flexion Proprietary Information. Flexion shall return to Patheon all Patheon Proprietary Information.
(b) Upon termination of this Agreement, Flexion will (i) pay all earned but unpaid fees and charges for the Transfer Services, including Material Costs, Capital Expenditures, Xxxx Back Items, Additional Services, Base Fees (through the month of such termination) to reflect Transfer Services performed as of the date of such termination by Patheon; and (ii) pay all due and outstanding invoices in accordance with ARTICLE IV of the Manufacturing and Supply Agreement, including those for Xxxx Back Items or Additional Services performed as of the date of such expiration and termination; provided that, the Parties agree that if any fees or charges are duplicated under Section 8.3 of the Manufacturing and Supply Agreement, Flexion shall only be obligated to make such payment once.
(c) Upon termination of this Agreement, Flexion will pay to Patheon all and any removal and Make Good Costs associated with the removal of the Flexion Manufacturing Equipment from the Facility as agreed to in good faith by the Parties in writing. “Make Good Costs” means the reasonable costs required to repair the Facility and return it to a clean, safe and useable area based on the repair of damage caused by the installation or removal of Flexion Manufacturing Equipment.
Rights and Duties Upon Termination. Upon termination of this Agreement for any reason:
9.5.1 all rights and licenses granted to Company under the terms of this Agreement shall terminate and nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination;
9.5.2 all Confidential Information of the other party shall be promptly returned or destroyed, at the disclosing party’s election; Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**].
9.5.3 Company shall cease all production and sale of Licensed Product;
9.5.4 final reports in accordance with Sections 3.9 and 4.4 shall be submitted to Wistar; and
9.5.5 all royalties and other payments, including any unreimbursed Patent Costs, accrued or due to Wistar as of the termination date shall become immediately payable.
9.5.6 Notwithstanding the foregoing, after the effective date of termination of this Agreement, unless for breach by Company, Company and its Sublicensees may, for a period of [**] ([**]) [**], sell all Licensed Products existing at the time of such termination, and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided that Company shall comply with, and cause its Sublicensees to comply with, all of the terms of this Agreement, including, (a) Company shall pay to Wistar the running royalties and other payments as required hereinabove under Article 3, (b) insurance required hereunder shall be in effect, as described in Section 6.5, and (c) Company shall submit the reports required by Section 3.9 hereof.
Rights and Duties Upon Termination. In the event of termination of this agreement both parties and the assignees named in Paragraph 3(g) shall have the rights and obligations set forth in Paragraphs 2 and 3 of this Agreement until such time as the last unit of the suspension technology licensed hereunder is sold by either AimRite Holdings directly, under any O.E.M. agreement or a sublicense. Payments to KENMAR for the services of consultants pursuant to Paragraph 3(h) shall be immediately due and payable. AimRite Holdings shall immediately return all confidential information to KENMAR. The provisions of Paragraph 4(h) shall also survive the termination of this agreement.
