Common use of Consequences of Termination Clause in Contracts

Consequences of Termination. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes.

Appears in 21 contracts

Sources: Referral Agreement, Referral Agreement, Referral Agreement

Consequences of Termination. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain for any reason, and subject to any express provisions stated elsewhere in effectthis Agreement: all outstanding amounts owed by the Licensee to the Licensor shall become immediately due and payable; all rights and licenses granted to the Licensee under this Agreement shall automatically terminate; the Licensee must immediately cease all use of the Licensed Mark, except as expressly permitted under this Agreement; the Licensee shall fully cooperate with the Licensor in the cancellation of any recorded licenses and shall execute all necessary documents and take any required actions to facilitate such cancellation; the Licensee shall, at its own expense, either return to the Licensor or destroy, at the Licensor’s option, all records, materials, and copies containing technical, promotional, or Confidential Information related to the Licensed Products; Within [NUMBER] days of the expiration or termination date, the Licensee shall, at its own cost, return or deliver to the Licensor, or any designated party, or, at the Licensor’s discretion, destroy any remaining Licensed Products; and all other rights and obligations will shall immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and or liabilities that have accrued before prior to the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, and except as required by applicable law: the Recipient shall stop using cease all use of the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared property, documents, materials, and tools provided by the Discloser, in the Recipient’s possession or control shall either be returned to the Discloser or, at the Discloser’s upon written request, destroyed or and rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all documents and records and documents (in any format) created by or for it on behalf of the Recipient that use, relate toconcern, or are based on any the Discloser’s Confidential Information of the Discloser(“Records”). Notwithstanding the aboveabove provision, the Discloser acknowledges and agrees that the Recipient may retain the Discloser’s Confidential Information and/or records required Records which it has to comply ensure compliance with any applicable law, or to satisfy the requirements of any regulatory authority, internal procedure, authority or body of competent jurisdiction or which it is required to retain for insurance, accountingaccounting or taxation purposes, or tax purposes. provided any Confidential Information retained and/or records which is kept after the date of termination or expiry for these any of the aforementioned reasons shall not be used in the ordinary course of business or for any other commercial purposepurposes, and must be stored in an encrypted, non-production environment, environment and will remain shall continue to be subject to the confidentiality obligations requirements contained herein for as long as it such information is retainedretained by the Recipient. Section 8 10 will continue to apply to retained Confidential Information and recordsRecords, which may only be used for these specified such purposes.

Appears in 15 contracts

Sources: Trademark License Agreement, Trademark License Agreement, Trademark License Agreement

Consequences of Termination. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain for any reason, and subject to any express provisions stated elsewhere in effectthis Agreement: all outstanding amounts owed by the Licensee to the Licensor shall become immediately due and payable; all rights and licenses granted to the Licensee under this Agreement shall automatically terminate; the Licensee must immediately cease all use of the Licensed Mark, except as expressly permitted under this Agreement; the Licensee shall fully cooperate with the Licensor in the cancellation of any recorded licenses and shall execute all necessary documents and take any required actions to facilitate such cancellation; the Licensee shall, at its own expense, either return to the Licensor or destroy, at the Licensor’s option, all records, materials, and copies containing technical, promotional, or Confidential Information related to the Licensed Products; within [NUMBER] days of the expiration or termination date, the Licensee shall, at the Licensor’s own cost, return or deliver to the Licensor, or any designated party, or, at the Licensor’s discretion, destroy any remaining Licensed Products; and all other rights and obligations will shall immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and or liabilities that have accrued before prior to the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, and except as required by applicable law: the Recipient shall stop using cease all use of the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared property, documents, materials, and tools provided by the Discloser, in the Recipient’s possession or control shall either be returned to the Discloser or, at the Discloser’s upon written request, destroyed or and rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all documents and records and documents (in any format) created by or for it on behalf of the Recipient that use, relate toconcern, or are based on any the Discloser’s Confidential Information of the Discloser(“Records”). Notwithstanding the aboveabove provision, the Discloser acknowledges and agrees that the Recipient may retain the Discloser’s Confidential Information and/or records required Records which it has to comply ensure compliance with any applicable law, or to satisfy the requirements of any regulatory authority, internal procedure, authority or body of competent jurisdiction or which it is required to retain for insurance, accountingaccounting or taxation purposes, or tax purposes. provided any Confidential Information retained and/or records which is kept after the date of termination or expiry for these any of the aforementioned reasons shall not be used in the ordinary course of business or for any other commercial purposepurposes, and must be stored in an encrypted, non-production environment, environment and will remain shall continue to be subject to the confidentiality obligations requirements contained herein for as long as it such information is retainedretained by the Recipient. Section 8 10 will continue to apply to retained Confidential Information and recordsRecords, which may only be used for these specified such purposes.

Appears in 14 contracts

Sources: Trademark License Agreement, Trademark License Agreement, Trademark License Agreement

Consequences of Termination. Termination of an individual Statement of Work in accordance with the terms of this Agreement by either Party will not serve to terminate this Agreement as a whole or any other Statement of Work which may exist at that time between the Parties under this Agreement, which will continue in full force and effect unless and until otherwise terminated. Upon the date of termination or expiry of this Agreement for any reason whatsoeverwhatever reason: all Referrals Services shall terminate; all Fees owed by the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Customer to the Referrals before the date of termination or expiry, Developer shall become due and the Company shall pay such undisputed invoicespayable; any provision that expressly or implicitly impliedly continues after the expiration or beyond termination of this Agreement will shall remain in effect; and all other rights and obligations will shall immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and or liabilities that have accrued before prior to the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, and except as required by applicable law: the Recipient shall stop using cease all use of the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared property, documents, materials, and tools provided by the Discloser, in the Recipient’s possession or control shall either be returned to the Discloser or, at the Discloser’s upon written request, destroyed or and rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all documents and records and documents (in any format) created by or for it on behalf of the Recipient that use, relate toconcern, or are based on any the Discloser’s Confidential Information of the Discloser(“Records”). Notwithstanding the aboveabove provision, the Discloser acknowledges and agrees that the Recipient may retain the Discloser’s Confidential Information and/or records required Records which it has to comply ensure compliance with any applicable law, or to satisfy the requirements of any regulatory authority, internal procedure, authority or body of competent jurisdiction or which it is required to retain for insurance, accountingaccounting or taxation purposes, or tax purposes. provided any Confidential Information retained and/or records which is kept after the date of termination or expiry for these any of the aforementioned reasons shall not be used in the ordinary course of business or for any other commercial purposepurposes, and must be stored in an encrypted, non-production environment, environment and will remain shall continue to be subject to the confidentiality obligations requirements contained herein for as long as it such information is retainedretained by the Recipient. Section 8 11 will continue to apply to retained Confidential Information and recordsRecords, which may only be used for these specified such purposes.

Appears in 14 contracts

Sources: Website Development Agreement, Website Development Agreement, Website Development Agreement

Consequences of Termination. Termination of an individual Statement of Work in accordance with this Agreement by either Party will not terminate this Agreement as a whole, nor will it terminate any other Statement of Work in effect between the Parties at that time, which will remain in full force and effect unless and until otherwise terminated. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Services shall terminate; no additional Statement of Work may be entered into between the Referrer Parties; all outstanding Statements of Work will continue in effect (unless a Party, at its sole discretion, elects otherwise and notifies the other Party in writing), and this Agreement will continue to govern any such Statement of Work; the Service Provider will be entitled to invoice all Commission fees incurred but not yet billed in relation to the Referrals Services, including those Services the Service Provider had prepared resources to perform but will no longer provide due to termination. These fees shall be paid by the Customer per the payment terms defined in Section 5; all undisputed fees incurred before the date of termination or expiry, and expiry shall be paid by the Company shall pay such undisputed invoicesCustomer; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes. IN NO EVENT SHALL [SERVICE PROVIDER/EITHER PARTY] BE LIABLE TO [CUSTOMER/THE OTHER PARTY] OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT [SERVICE PROVIDER/SUCH PARTY] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED [[TWO (2)/[OTHER NUMBER]] TIMES] THE AGGREGATE AMOUNTS PAID [OR PAYABLE] TO SERVICE PROVIDER [PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE STATEMENT OF WORK/IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM]. THE LIMITATIONS [AND EXCLUSIONS] SET OUT IN THIS SECTION 14 SHALL NOT APPLY TO: DAMAGES OR LIABILITIES ARISING FROM: [A [MATERIAL] BREACH OF SECTION[S] [NUMBERS];] [THIRD-PARTY CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTIONS 7.1 AND 9.1.8;] [PERSONAL INJURY OR DEATH/DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY/ PERSONAL INJURY OR DEATH OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY] CAUSED BY [THE SELLER'S/THE CUSTOMER'S/EITHER PARTY'S] [[GROSSLY] NEGLIGENT ACTS OR OMISSIONS/WILLFUL MISCONDUCT/[GROSSLY] NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT] [./; OR] [THE [[GROSSLY] NEGLIGENT ACTS OR OMISSIONS/WILLFUL MISCONDUCT/[GROSSLY] NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT] OF [THE SELLER/THE CUSTOMER/EITHER PARTY] IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.] The Parties are independent contractors under this Agreement. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Neither Party, by virtue of this Agreement, has any right, power, or authority to act on behalf of or bind the other Party in any way. Any individuals employed or engaged by either Party in connection with the Services will be that Party’s employees or contractors. Each Party is responsible for the actions of its employees and contractors under this Agreement and will be solely responsible for their supervision, daily direction, wage rates, tax withholdings, provision of unemployment and disability benefits, and the manner and means by which work under this Agreement will be performed.

Appears in 13 contracts

Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement

Consequences of Termination. Termination of an individual Project Schedule in accordance with this Agreement by either Party will not terminate this Agreement as a whole, nor will it terminate any other Project Schedule in effect between the Parties at that time, which will remain in full force and effect unless and until otherwise terminated. Upon the date of termination or expiry of this Agreement for any reason whatsoever: no additional Projects may be entered into between the Parties; all Referrals outstanding Projects will continue in effect (unless a Party, at its sole discretion, elects otherwise and notifies the other Party in writing), and this Agreement will continue to govern any such Project; any outstanding Charges shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation paid to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoicesapplicable Party; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, Discloser in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 10 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes.

Appears in 12 contracts

Sources: Business Collaboration Agreement, Business Collaboration Agreement, Business Collaboration Agreement

Consequences of Termination. Upon termination of this Agreement for any reason, Participant shall (i) cease immediately all uses of the date Services, the System and any Access Methods provided to Participant hereunder, (ii) upon request by Nodal, destroy or return to Nodal all tangible materials (and all copies thereof) provided by Nodal (or its third party service providers) hereunder, and, in the case of electronic records, destroy all such records to the extent reasonably feasible, and (iii) upon request by Nodal, certify in writing to Nodal that such materials have been destroyed or returned and no portion thereof remain in Participant’s possession or control. Notwithstanding the foregoing, (a) in the event retention of the materials and records described in clause (ii) above is required by Applicable Law or regulation or by a self-regulatory body with competent jurisdiction over Participant, Participant agrees to continue to hold such materials and records as Confidential Information pursuant to Section 6 hereof and to destroy or return such materials and records to Nodal in compliance with this Section 5.2 once retention is no longer required, and (b) with respect to any electronic records of Participant not reasonably feasible to destroy, as described in clause (ii) above, Participant shall continue to hold such records as Confidential Information pursuant to Section 6 hereof. The termination or expiry of this Agreement for any reason whatsoever: will not affect the accrued rights of the Parties or the right of either Party to ▇▇▇ for damages arising from a breach of this Agreement. Notwithstanding the termination of this Agreement, Participant shall remain liable to pay Nodal all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Exchange Fees (if any) due or accruing on or prior to the Referrals before effective date of such termination. Those provisions of this Agreement which by their terms would reasonably be expected to survive beyond the effective date of termination or expiryof this Agreement, shall remain in full force and effect following the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or effective date of termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseAgreement, without prejudice to any rightsincluding Sections 2.5, obligations3.1, claims (including claims for damages for breach)3.2, 3.3, 4, and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes5 through 26.

Appears in 8 contracts

Sources: Nodal Exchange Participant Agreement, Nodal Exchange Participant Agreement, Nodal Exchange Participant Agreement

Consequences of Termination. Upon Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub-Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Leasing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Leasing Agreement in favour of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 15 (fifteen) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 7 contracts

Sources: Lease Agreement, Lease Agreement, Lease Agreement

Consequences of Termination. 19.1 The Registrar’s accreditation is automatically terminated on the termination of this Agreement. 19.2 Upon the expiry or termination of this Agreement: (a) the Registrar shall immediately cease to use of the Web Registrar Logo and all other Intellectual Property Rights of HKIRC and shall remove all references to itself as a HKIRC-Accredited Registrar and to HKIRC; (b) the Registrar shall cease to hold itself out as a registrar of HKIRC; (c) HKIRC shall post notice of such termination on its web site and may, if it deems appropriate, give notice to the Registrants for whom the Registrar maintains any Domain Name registration of such suspension, termination or expiry, as the case may be; (d) the Registrar shall immediately give notice to Registrants for whom the Registrar maintains any Domain Name registration of such expiration or termination, as the case may be; (e) the Registrar shall take all actions necessary to preserve the rights of its Registrants; (f) the Registrar shall expeditiously and in any case, prior to the effective date of termination unless HKIRC consents otherwise, provide all information and assistance necessary to ensure a timely transfer of each of its Registrant’s Domain Names to another HKIRC-Accredited registrar, and comply in all respects with the procedure prescribed in the Registration Policies and the Acceptable Use Policy for such transfers. The Registrar shall bear any and all costs relating to such transfers or the compliance with such directions of HKIRC; (g) the Registrar shall forthwith pay any outstanding amounts accrued and due to HKIRC under this Agreement; (h) HKIRC retains the rights it had against the Registrar in respect of any past breach or accrued right prior to the termination or expiration of this Agreement; (i) HKIRC shall be entitled to retain all Fees paid by the Registrar to HKIRC pursuant to this Agreement; (j) the Registrar shall at the Registrar’s own cost and expense, forthwith deliver to HKIRC everything in the Registrar’s possession or control, including, without limitation, all stationery and other materials referring in any way to its status as a registrar of HKIRC or related to HKIRC; (k) the Registrar shall relinquish possession of and deliver to HKIRC all copies of all material of every nature and character which has been received by the Registrar from HKIRC, including in compliance with clause 16.2 and the documents and forms received for the registration of Domain Names; and (l) the Registrar shall do all such acts and things and execute such documents as HKIRC shall require in connection with the Registrar’s cessation of use of the Web Registrar Logo or any translation, adaptation, modification or transliteration thereof or other Intellectual Property Rights, protected materials, or access to Registry Server, data, information or documents of HKIRC. 19.3 Upon the expiry or termination of this Agreement for any reason whatsoever: all Referrals , HKIRC may disable any passwords or other security measures that permit the Registrar to establish a connection to its Registry Server or system; cease to accept from the Registrar or process any transaction requested by the Registrar, including any applications for registration of a Domain Name or any of the Registrar Services, and/or may, in emergency situations, and at the Registrar’s cost, take over the Registrar’s administration thereof. 19.4 Termination of this Agreement shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation without prejudice to the Referrals before rights and remedies already accrued to the date of termination or expiryParties under this Agreement. 19.5 Clauses 14, 15, 16, 17, 19, 30, 31, 32 and the Company 33 shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or survive termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesAgreement.

Appears in 4 contracts

Sources: Registrar Agreement, Registrar Agreement, Registrar Agreement

Consequences of Termination. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiryNotwithstanding Clause 11.2, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the upon expiration or early termination of this Agreement in accordance with the provisions of this Agreement: - (a) all outstanding amounts owed by the Sublicensee to the Sublicensor will remain in effect; become immediately due and payable; (b) the Sublicensor shall cease providing the right to use the QuickMed System and the Sublicensee shall forthwith cease to use the QuickMed System on the final day of the paid-up subscription (“Expiration"); (c) all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims except for those which are expressly provided to survive the termination of this Agreement shall cease with immediate effect; (including claims for damages for breach)d) the Sublicensor shall have the right to enter the Sublicensee’s premises, during reasonable hours, in order to disconnect and liabilities remove any the Sublicensor’s equipment or facilities, if applicable; (e) it shall not affect any rights that have accrued before to the date Parties hereto either prior to the expiration or early termination of termination this Agreement; (f) subject to the Sublicensee agreeing to the arrangement to be entered between the Parties, the Sublicensor shall have the right to transfer or expirymigrate the Sublicensee including the Data to a third party system. Within twenty Prior and during the said migration and transfer, the Sublicensee undertakes to observe and comply with the requirements under the relevant laws and regulations including but not limited to the Personal Data Protection Act 2010; (20g) calendar save and except for the event stated in Clause 11.6 (f) above, within thirty (30) days after the date of termination such expiration or expirytermination, except as required by applicable law: the Recipient each Party shall stop using the Discloser’s Confidential Information; return all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding other Party and all Data in its possession at the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, time of expiration or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons termination and shall not be used in the ordinary course make or retain any copies of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained such Confidential Information and recordsData and immediately erase all such Confidential Information and Data from any computer, which may only word-processor or other device containing such information; and (h) Upon request by the Sublicensee made before or within the Termination Period, the Sublicensor will make available to Sublicensee for a complete and secure (i.e. encrypted and appropriated authenticated) download file of the Data in XML format including all schema and transformation definitions and/or delimited text files with documented, detailed schema definitions along with attachments in their native format. The Sublicensor will be used for these specified purposesavailable throughout this period to answer questions about data schema, transformations, and other elements required to fully understand and utilize Sublicensee's Data file. After the expiry of the Termination Period, the Sublicensor and its hosted service provider shall have no obligation to maintain or provide any of the Data and shall thereafter, unless legally prohibited, delete in such a manner as prevents recovery through normal/laboratory means, all of the Data in its systems or otherwise in its possession or under its control.

Appears in 3 contracts

Sources: Sub Licensing Agreement, Sub Licensing Agreement, Sub Licensing Agreement

Consequences of Termination. Upon In the event of a termination of this Agreement: 12.7.1. all rights and licenses granted by Sanofi hereunder shall immediately terminate; 12.7.2. except in case of a termination by Licensee for convenience under Section 12.4, all rights and sublicenses under this Agreement granted by Licensee to any Sublicensee will not terminate with the effective date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain and shall instead survive such termination, provided that if within [***] after such termination Sanofi so requests by written notice such Sublicensee, such Sublicensee shall deliver to Sanofi within [***] of Sanofi’s request such Sublicensee’s agreement in effectwriting to be bound by all the terms, conditions and obligations (including the financial obligations under ARTICLE 6 to the extent not already satisfied in full by Licensee) of this Agreement to the same extent as such terms, conditions and obligations would apply to Licensee; and provided however that in the case of a termination of this Agreement by Sanofi pursuant to Section 12.2, Sanofi may terminate such sublicense in accordance with Section 12.2 if the acts or omissions of such Sublicensee gave rise to the material breach leading to such termination of this Agreement. Licensee shall ensure that any sublicense agreement is consistent with this Section 12.7.2; 12.7.3. in case of a termination by Licensee for convenience under Section 12.4, all other rights and obligations will immediately cease, without prejudice sublicenses granted by Licensee to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before Sublicensee will not immediately terminate concurrent with the effective date of termination or expiry. Within twenty of this Agreement; provided that Sanofi shall have the right to terminate such sublicense on [***]’ written notice if (20i) calendar days after such Sublicensee has failed to notify Sanofi in writing within that period of time that it agrees to be bound by all the date of termination or expiryterms, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information conditions and obligations (including copies the financial obligations under Article 6) of this Agreement that apply to Licensee, (ii) such Sublicensee has breached and extracts), along with not cured any other property or materials shared by material term under the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible applicable sublicense including without incurring excessive expense or undue effort) all records and documents (in limitation any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required failure to comply with all Applicable Laws with regard to its performance of the sublicense, and/or (iii) such Sublicensee has failed to pay in full all payments required under ARTICLE 6 by virtue of any activities of such Sublicensee and its Affiliates within such sixty [***] notice period; Licensee shall ensure that any sublicense agreement is consistent with this Section 12.7.3; and 12.7.4. to the extent requested in writing by Sanofi within [***] following the effective date of any termination of this Agreement by Licensee in accordance with Section 12.4 or by Sanofi in accordance with Section 12.2, Section 12.3 or Section 12.5, the Parties shall negotiate in good faith, for a period of up to [***] the terms of a license agreement to be granted by Licensee to Sanofi pursuant to which Licensee would (on terms and conditions to be negotiated in good faith, including financial terms, and subject to any licenses or sublicenses previously granted by Licensee to any Third Party): (i) grant Sanofi a license under the Licensee Patents and Licensee Know-How to Exploit any Licensed Product; (ii) transfer to Sanofi all information, and execute all documents, reasonably necessary or desirable to transfer the Regulatory Filings and Regulatory Approvals in Licensee’s name necessary to Exploit the Licensed Product(s) that are the subject of the license grant contemplated under the preceding clause (i); (iii) sell to Sanofi or its designee all of its outstanding stocks of such applicable lawLicensed Compounds and Licensed Product(s), regulatory authorityand (iv) to the extent Licensee owns or holds any right, internal procedure, title or for insurance, accounting, interest in any trademarks under which such applicable Licensed Product(s) has been or tax purposes. Confidential Information retained for these reasons shall not be used is being marketed or sold in the ordinary course of business or for any commercial purposeTerritory, must be stored in an encrypted, non-production environment, assign the same to Sanofi under reasonable terms and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesconditions.

Appears in 3 contracts

Sources: License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.)

Consequences of Termination. (a) Upon termination of this Agreement, any and all affected rights and licenses granted by Rosemont to Oncogenerix shall terminate on the effective date of termination, except as otherwise set forth herein. For avoidance of doubt, any licenses granted by Oncogenerix to Rosemont shall continue and shall survive termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the Agreement. (b) Upon expiration or termination of this Agreement will remain due to reasons other than by Rosemont’s termination pursuant to Sections 12.4 to 12.7, Oncogenerix may continue using the licenses granted hereunder to undertake the Activities in effect; respect of all Licensed Product which are fully manufactured and in Oncogenerix’s (including its Affiliates’) inventory and for which there is a binding order on Oncogenerix (or its Affiliates) at the date of such expiry or termination for a period of time not to exceed six (6) months from such expiry or termination date (the “Tail Period”) (provided that such sales shall be subject to the Royalties and milestone payment obligations under Article VI of this Agreement, as well as all payment obligations under the Supply Agreement). Oncogenerix (and its Affiliates) shall destroy any inventory of Licensed Product which has not been sold during the Tail Period and provide to Rosemont a sworn declaration evidencing such destruction. (c) Upon termination of this Agreement, each party shall return or destroy all copies of the other party’s Confidential Information (together with any and all other rights summaries and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breachextracts thereof), and liabilities certify to the other party that have accrued before all copies of the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloserother party’s Confidential Information; Information have been returned or destroyed. (d) During the Tail Period the grants under Section 2.1 and Section 3.1(e) and under this Agreement shall become non-exclusive. (e) Upon expiry or termination of this Agreement for any reason, Oncogenerix shall assign to Rosemont, at no cost to Rosemont, all Confidential Information (including copies rights and extracts)title to all know-how, along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned Oncogenerix Data and information related to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject Activities relating to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesLicensed Product.

Appears in 3 contracts

Sources: Exclusive Distribution Agreement, Exclusive Distribution Agreement (DARA BioSciences, Inc.), Exclusive Distribution Agreement (DARA BioSciences, Inc.)

Consequences of Termination. Upon (a) In the date event of termination or expiry expiration of this Agreement pursuant to Paragraph 9.1 Licensee and its Affiliates shall have a fully paid-up, royalty free license in and to the Licensed Technology to research, have researched, develop, have developed, make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field of Use. (b) In the event of expiration of this Agreement or termination of the Agreement for any reason whatsoever: all Referrals : (i) Licensee shall terminate; the Referrer will not thereby be entitled discharged from any liability or obligation to invoice all Commission incurred but not yet billed in relation Salk which became due or payable prior to the Referrals before the effective date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination; and (ii) The rights and obligations of the parties under Paragraphs 6, 7, 9.3, 10, 11, 12, 13 and 14 shall survive any termination of this Agreement will remain in effect; and Agreement. (iii) Licensee shall promptly return all other rights and obligations will immediately ceasematerials, without prejudice to any rightssamples, obligationsdocuments, claims (including claims for damages for breach)information, and liabilities other materials which embody or disclose Licensed Technology; provided, however, that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons Licensee shall not be used obligated to provide Salk with proprietary information which Licensee can show that it independently developed. Licensee shall be permitted to retain copies of technical information in documentary form obtained from Salk where required to do so by reason of any statute, ordinance or regulation of any federal, state or local governmental entity. (c) In the ordinary course event of business termination of the Agreement pursuant to Paragraph 9.2: (i) Licensee agrees not to use Licensed Technology or for any commercial purposesaid technical information after termination of this Agreement. If at termination Licensee or its Affiliates then possess Licensed Product, must be stored have started the manufacture thereof or have accepted orders therefor, Licensee and its Affiliates shall have the right to sell their inventories thereof, complete the manufacture thereof and market such fully manufactured Licensed Product, in an encryptedorder to fulfill such accepted orders, non-production environment, and will remain subject to the confidentiality obligations herein for obligation of Licensee to pay Salk the royalty payments therefor as long as it is retained. Section 8 will continue provided in Paragraph 4 of this Agreement; (ii) Subject to apply Paragraph 9.3(c)(i), Licensee shall discontinue, and shall cause its Affiliates to retained Confidential Information discontinue, the manufacture, use, marketing and recordssale of Licensed Products; (iii) Licensee shall provide a final report of the type described in Paragraph 5.1, which may only be used for these specified purposesincluding any allowable post-termination sales; and (iv) All rights transferred by Salk to Licensee hereunder shall revert to Salk, and Licensee agrees to execute all instruments necessary and desirable to revest said rights in Salk.

Appears in 3 contracts

Sources: License Agreement (uniQure B.V.), License Agreement (uniQure B.V.), License Agreement (uniQure B.V.)

Consequences of Termination. Upon (or Right to Terminate) by AstraZeneca for Ardelyx’s breach or insolvency. If AstraZeneca is entitled to terminate this Agreement pursuant to Section 14.2(a) as a result of a material breach by Ardelyx or Section 14.2(e) for an insolvency or other transaction described therein affecting Ardelyx, AstraZeneca may elect to terminate this Agreement subject to the provisions set forth in Section 14.4(a), or to continue the Agreement subject to the provisions set forth in Section 14.4(b). (a) If AstraZeneca terminates the Agreement under Section 14.2(a) or under Section 14.2(e), Section 14.3 shall apply as if such termination were an AZ Triggered Termination, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. except that (AA) notwithstanding anything set forth to the contrary in Section 14.3, Ardelyx shall compensate AstraZeneca for any costs or expenses incurred by it or its Affiliates in connection with performing any of the activities contemplated by Section 14.3, (BB) Section 14.3(r) shall not apply and AstraZeneca [***] as from the effective date of termination or expiry the termination, (CC) Ardelyx shall continue to comply with its non-compete obligations under Section 2.9(c) for the period stated therein, and (DD) Section 14.3(m) shall not apply, and instead, the following shall apply: In consideration of the foregoing transfer of AZ Product Data and, if applicable, INDs, Drug Approval Applications, and Regulatory Approvals as well as the license granted under Section 14.3(c) and any other rights granted under the above provisions in Section 14.3, if this Agreement for is terminated pursuant to Section 14.2(a) by AstraZeneca, Ardelyx shall [***]. The foregoing shall be in addition and without prejudice to any reason whatsoever: all Referrals other remedies that may be available to AstraZeneca due to Ardelyx’s breach, including [***]. (b) If AstraZeneca has the right to terminate this Agreement under Section 14.2(a) or Section 14.2(e), but elects to continue this Agreement, this Agreement shall continue in full force and effect except as follows: (i) Ardelyx’s rights under the Co-Promote Option (whether or not exercised prior to the termination) shall terminate; . (ii) Ardelyx shall, at AstraZeneca’s request, cease any Development, Manufacturing or Commercialization activities performed by Ardelyx pursuant to this Agreement, Ardelyx shall cease to have the Referrer will right to participate in the DCC and SCC, and, upon such request, Ardelyx shall furnish AstraZeneca with reasonable cooperation to assure a smooth transition to AstraZeneca (or its designee) of any such activities then being conducted or performed by Ardelyx. (iii) Each Party shall return all data, files, records and other materials in its possession or Control containing or comprising the other Party’s Confidential Information to which such first Party does not retain rights hereunder (except one copy thereof, which may be retained by the returning Party solely for legal archive purposes). (iv) In the event of AstraZeneca being entitled to invoice all Commission incurred terminate this Agreement under Section 14.2(a) due to Ardelyx breach (but not yet billed if AstraZeneca’s right to terminate is based solely on Ardelyx’s insolvency pursuant to Section 14.2(e)), the [***] [***] Certain information in relation this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Referrals before the date of termination or expiryomitted portions. [***] as set forth in Section [***], taking into account any [***], shall each be [***], provided that any such [***], and any costs incurred by AstraZeneca in connection with the Company shall pay such undisputed invoices; any provision that [***]. (c) Except where expressly or implicitly continues after the expiration or provided for otherwise in this Agreement, termination of this Agreement will remain in effect; and by either Party shall not relieve the Parties of any liability, including without limitation any obligation to make payments hereunder, which accrued hereunder prior to the effective date of such termination, nor preclude any Party from pursuing all other rights and obligations will immediately cease, without prejudice remedies it may have hereunder or at law or in equity with respect to any rightsbreach of this Agreement, obligationsnor prejudice any Party’s right to obtain performance of any obligation. In the event of such termination, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient this Section 14.4 shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, survive in the Recipient’s possession or control shall be returned addition to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (others specified in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required this Agreement to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used survive in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposessuch event.

Appears in 3 contracts

Sources: License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.), License Agreement (Ardelyx, Inc.)

Consequences of Termination. Upon the date of termination or expiry of 14.4.1 If this Agreement is terminated in its entirety for any reason whatsoeverthen the following terms and conditions shall apply (without limitation to Section 14.8): a) the Parties shall promptly meet to prepare and enter into a mutually-agreeable close-out Project Schedule with respect to all Projects for which the Parties are then conducting Activities. Company shall cease performing any work not necessary for the orderly close-out of the applicable Projects, for the fulfillment of any requirements of applicable Regulatory Authorities, or that is otherwise required by such close-out Project Schedule. b) Without limiting any of AZ’s payment obligations as set forth in this Agreement and any applicable Project Schedule, AZ shall in any event pay Company for its fees under the applicable Project Schedules for: (i) all Referrals shall terminateActivities performed up to the effective date of such termination, provided that such Activities have been conducted in accordance with this Agreement or the applicable Project Schedule; the Referrer will be entitled to invoice all Commission and (ii) any other reasonable, non-cancellable costs incurred by Company in performance of Company’s obligations under this Agreement or (iii) where payments under a terminated Project Schedule are solely milestone-based, and this Agreement is terminated after costs have been incurred by Company toward achieving a milestone, but that milestone has not yet billed in relation been completed, AZ will pay a pro rata portion of the next applicable milestone fee (according to the Referrals before the date of termination or expiryits percentage completion), and shall reimburse Company for any reasonable non-cancellable costs incurred towards that milestone prior to termination. 14.4.2 In the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or event of termination of this Agreement will remain in effectits entirety by AZ for any reason; and all other rights and obligations will immediately cease, without prejudice or by Company (except pursuant to any rights, obligations, claims Sections 14.2.1 (including claims for damages for breachAZ Material Breach of the Agreement), 14.2.3 (Insolvency), 14.2.4 (Anti-Bribery)), a) Company shall conclude all applicable on-going Project(s) or, if instructed by AZ, shall transfer the applicable Project(s) to a Third Party, as instructed by AZ and liabilities pursuant to the close-out Project Schedule, as expeditiously as reasonably possible and in accordance with all applicable requirements of Regulatory Authorities. b) If payments under a terminated Project Schedule are milestone-based, and the Project Schedule is terminated (except for termination by AZ pursuant to Sections 14.2.1, 14.2.3 or 14.2.4) after costs have been incurred by Company toward achieving a milestone, but that have accrued before milestone has not yet been completed, AZ will pay Company’s standard FTE rate as set forth in the date applicable Project Schedule for actual work performed and reasonable non-cancellable costs incurred towards that milestone prior to termination instead of any amounts due upon achievement of such milestone up to a maximum amount not to exceed the milestone achievement payment amount. 14.4.3 In the event of termination of this Agreement in its entirety or expiry. Within twenty a Project Schedule by AZ pursuant to Sections 14.2.1 (20Company Material Breach of the Agreement) calendar days after the date or 14.2.5 (Company Material Breach of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extractsa Project Schedule), along with any other property or materials shared by the Discloser14.2.3 (Insolvency) or Page 62 of 84 14.2.4 (Anti-Bribery), in the Recipient’s possession or control shall be returned (i) Company shall, and hereby does, grant to the Discloser orAZ a worldwide, at the Discloser’s requestfully paid-up, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encryptedroyalty free, non-production environmentexclusive, non-transferable license for the remainder of the Term, to the Assay Validation Data generated during the Term or during an applicable Project Schedule (and any issued Foreground Patent that claims such Assay Validation Data), with the right to grant sublicenses through multiple tiers, to carry out a bridging study in a successor assay technology, and will remain subject (ii) any license granted to the confidentiality obligations herein for as long as it is retained. Section 8 will continue AZ under this Agreement shall survive pursuant to apply to retained Confidential Information and records, which may only be used for these specified purposesits terms.

Appears in 2 contracts

Sources: Master Collaboration Agreement (ArcherDX, Inc.), Master Collaboration Agreement (ArcherDX, Inc.)

Consequences of Termination. Upon the termination (on the date specified in a notice of termination or otherwise herein provided for) and except as otherwise set forth herein or as otherwise agreed to for the Termination Transition Period: (a) each Party shall reconvey, relinquish and release to the other Party all rights and privileges granted by this Agreement, except that a Party shall not relinquish any Intellectual Property Rights that have been perpetually licensed to a a Party under Section 11.6 of this Agreement with respect to Joint Inventions; (b) each Party shall cease using Confidential Information and Intellectual Property of the other Party. All licenses to each Party's Intellectual Property granted under Section 11 shall terminate. BCE Nexxia grants to Clearwire, effective as of termination of this Agreement, a world wide, non-exclusive and fully paid license to Inventions developed jointly by employees of Clearwire and BCE Nexxia while engaged in work pursuant to this Agreement, provided that such Inventions (i) are integrated into Clearwire Products that exist as of the date of BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT termination of this Agreement, and that they are also integrated in any End Users hardware device (including existing inventory as of the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before Agreement) and (ii) are used by existing End Users as of the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; (save and all other rights and obligations will immediately cease, without prejudice except with respect to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before existing inventory as of the date of termination or expiryof this Agreement). Within twenty Should Clearwire require any licenses to any specific BCE Nexxia Deployed IP such BCE Nexxia Deployed IP (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts)same relates to Non-Dedicated Systems) may be made available, along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it Parties agreeing to commercially reasonable terms and only to the extent that such requested BCE Nexxia Deployed IP is retained. Section 8 will continue also made available to apply to retained Confidential Information non-Affiliated entities of BCE Nexxia; and recordsreturn of any and all Clearwire assets located on BCE Nexxia premises, which may only be used for these specified purposesand assignment of all Take Back Service Elements upon Clearwire's request.

Appears in 2 contracts

Sources: Master Supply Agreement (Clearwire Corp), Master Supply Agreement (Clearwire Corp)

Consequences of Termination. Upon In the date event of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or early termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseor any IVD Agreement prior to completion of the IVD Collaboration contemplated hereunder or thereunder, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient each Party shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned pay to the Discloser orother Party, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encryptednon-divisible, non-production environmentcancellable costs that were to be reimbursed and/or the proportion of compensation that was to be paid based on progress toward completion of the relevant activity of the IVD Collaboration at the time of termination, as the case may be; provided, however, that in the event Roche terminates this Agreement or any IVD Agreement for breach by FMI, pursuant to Section 11(b) herein or for the insolvency or bankruptcy of FMI, pursuant to Section 11(c) herein, the following shall apply: (i) any rights and licenses granted by Roche to FMI under the relevant IVD Agreement shall be terminated; (ii) all licenses granted by FMI to Roche hereunder or under any IVD Agreement shall become fully paid-up, perpetual and irrevocable; (iii) FMI shall transfer to Roche all FMI know how and other Confidential Information, including any other intellectual property of FMI, necessary for Roche to practice the IVD Collaboration contemplated under any such terminated IVD Agreement, to be used by Roche solely to practice the IVD Collaboration contemplated under such terminated IVD Agreement; (iv) FMI shall provide to Roche all regulatory filings and regulatory approvals, all final pre-clinical and clinical study reports and clinical study protocols, and will remain subject all data, including clinical data, in FMI’s possession and control related to IVD Kit Product(s) in the confidentiality obligations herein country necessary for as long as it is retained. Section 8 will continue Roche to apply commercialize the IVD Kit Product(s), to retained Confidential Information and records, which may only be used for these specified purposesby Roche solely to practice the IVD Collaboration contemplated under such terminated IVD Agreement; and (v) Roche shall retain all rights and remedies available to it under law and equity in connection with such breach by FMI.

Appears in 2 contracts

Sources: Master Ivd Collaboration Agreement (Foundation Medicine, Inc.), Master Ivd Collaboration Agreement (Foundation Medicine, Inc.)

Consequences of Termination. Upon (i) In the event Employee resigns pursuant to Section 6(a)(v), 6(a)(vi), or 6(a)(vii), Employer’s sole liability to Employee shall be payment of the Separation Payment; provided that Employee shall not be entitled to payment of the Separation Payment unless and until Employee first executes a written release-severance agreement, prepared and presented by Employer, that fully releases Employer, Affiliates, and their respective officers, directors, agents and employees, from any and all claims or causes of action, whether based upon statute, contract (including without limitation breach or construction of this Agreement), or common law, that have arisen as of the date of such execution, irrespective of whether Employee has knowledge of the existence of such claim; and provides for the confidentiality of both the terms of the release-severance agreement and the compensation paid. In the event Employee fails or refuses to execute such release-severance agreement, Employer shall have no further obligation to Employee other than payment of all accrued but unpaid Base Salary through the date Employee last performs services for Employer, vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination or expiry of this Agreement for any reason whatsoever: all Referrals date; specifically, in such event, Employee shall terminate; the Referrer will not be entitled to invoice all Commission incurred any benefits pursuant to any severance plan in effect by Employer or any of its Affiliates. Employee will also be entitled to receive health benefits coverage for Employee and Employee’s dependents under the same plan(s) or arrangement(s) under which Employee was covered immediately before Employee’s termination, or plan(s) established or arrangement(s) provided by Employer or any of its Affiliates thereafter. Such health benefits coverage shall be paid for by Employer to the same extent as if Employee were still employed by Employer, and Employee will be required to make such payments as Employee would be required to make if Employee were still employed by Employer. The health benefits provided under this Paragraph 6 shall continue until the earlier of (x) the expiration of the period for which the Separation Payment is paid, (y) the date Employee becomes covered under any other group health plan not maintained by Employer or any of its Affiliates; provided, however, that if such other group health plan excludes any pre-existing condition that Employee or Employee’s dependents may have when coverage under such group health plan would otherwise begin, coverage under this Paragraph 6 shall continue (but not yet billed beyond the period described in relation clause (x) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. In the Referrals before event Employee is required to make an election under Sections 601 through 607 of the date Employee Retirement Income Security Act of termination or expiry1974, as amended (commonly known as COBRA) to qualify for the health benefits described in this Paragraph 6, the obligations of Employer and its Affiliates under this Paragraph 6 shall be conditioned upon Employee’s timely making such an election. In the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or event of a termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice pursuant to any rightsof the provisions of this Paragraph 6, obligationsEmployee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of Employer’s Affiliates. (ii) In addition to the provisions set forth in Section 6(b)(i) above, claims (including claims for damages for breachin the event of a termination of this Agreement pursuant to Section 6(a)(v) or 6(a)(vi), a pro-rated portion of any unvested shares of restricted stock of Wynn Resorts, Limited granted to Employee pursuant to Section 7(d) below equal to the number of full calendar months elapsed between the grant date and liabilities that have accrued before the date of such termination or expiry. Within twenty of employment divided by sixty (2060) calendar shall vest and become payable within 30 days after following such termination of employment. (iii) In addition to the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloserprovisions set forth in Section 6(b)(i) above, in the Recipient’s possession or control shall be returned event of a termination of this Agreement pursuant to Section 6(a)(vii), any unvested shares of restricted stock of Wynn Resorts, Limited granted to Employee pursuant to Section 7(d) below that would have vested during the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information Term of the Discloser. Notwithstanding Agreement shall immediate vest upon the abovetermination date. (iv) In the event of a termination of this Agreement pursuant to Section 6(a)(i), the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law6(a)(ii) or 6(a)(iv), regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons Employer shall not be used required to make any payments to Employee other than payment of Base Salary, vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of its Affiliates. (v) In the ordinary course event of business a termination of this Agreement pursuant to Section 6(a)(iii), Employer shall not be required to make any payments to Employee other than payment of Base Salary and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesof its Affiliates.

Appears in 2 contracts

Sources: Employment Agreement (Wynn Resorts LTD), Employment Agreement (Wynn Resorts LTD)

Consequences of Termination. Upon the date of termination or expiry of If this Agreement is terminated in accordance with the provisions of Section 7.1 above, the following provisions shall apply: (a) No party shall have any further rights or obligations to one another under this Agreement if the parties mutually agree to terminate this Agreement pursuant to Section 7.1(d), except for any reason whatsoever: all Referrals the obligations set forth in this Section 7.2(a) and Sections 4.11, 5 and 13. Developer shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation provide an accounting to the Referrals before Owners for all monies advanced to Developer pursuant to this Agreement within * days of the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights within * days of the termination of this Agreement, refund to the Owners their proportionate share of those funds which have not yet been spent, incurred or irrevocably committed to be spent or incurred as of the termination date (unless such commitment may be canceled * The confidential portion has been omitted pursuant to a request for confidential treatment and obligations will immediately cease, omitted material has been filed separately with the Commission. without prejudice penalty or Owners agree to pay such cancellation penalty) and shall return each Owner's Letter of Credit to such Owner. (b) Upon the occurrence of an Event of Default related to any Owner, Developer shall have the right to (i) terminate this Agreement with respect to the Defaulting Owner (except with respect to any continuing obligations of the Defaulting Owner set forth in this Agreement to pay money, indemnify the non-Defaulting Owners or Developer or such other terms and conditions hereof which survive the termination of this Agreement) such that the Defaulting Owner will have none of the rights, obligationsbenefits or privileges of an Owner set forth herein (including, claims but not limited to voting rights) and (including claims for damages for breach), and liabilities that have accrued before ii) draw down on the date Letter of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared Credit posted by the DiscloserDefaulting Owner and deposit the proceeds of same in Developer's Trust Account. Developer and the non-Defaulting Owners shall have the right to complete the construction of the Network and use such funds for the purpose of paying for (i) the portion of the Outside Plant Costs, in the Recipient’s possession or control shall be returned Construction Costs and expenses incurred pursuant to Section 6.2 allocable to the Discloser orDefaulting Owner and (ii) all actual out-of-pocket costs and expenses incurred by Developer in connection with the enforcement of its rights under this Section 7.2(b). In addition, at the Discloser’s request, destroyed or rendered unreadable; Developer and the Recipient non-Defaulting Owners shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (have a claim a against the Defaulting Owner for any increased costs incurred in any format) created by or for it that use, relate to, or are based on any Confidential Information connection with the completion of the DiscloserNetwork, if any, arising directly from the default of the Defaulting Owner. Notwithstanding the aboveforegoing, following an Event of Default during construction of the Outside Plant, the Discloser acknowledges that Defaulting Owner shall have the Recipient may retain Confidential Information and/or records required right to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in receive delivery of the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject assets comprising the Outside Plant from the Construction Contractor pursuant to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesterms of the Construction Contract.

Appears in 2 contracts

Sources: Development Agreement (Carrier1 International S A), Development Agreement (Carrier1 International S A)

Consequences of Termination. Upon the date of 21.1 On termination or expiry expiration of this Agreement for any reason whatsoever: other than a material breach by Supernus, the license granted under clause 2.1 shall immediately cease and United Therapeutics shall, and shall procure that its Affiliates and Sub-Licensees shall, immediately: (a) subject to clause 21.3, cease to carry out any of the activities permitted by this Agreement (or any relevant Sub-License Agreement or Third Party Agreement) and cease to use or exploit in any way the Supernus Intellectual Property; (b) within 30 days of the effective date of the termination, make all Referrals outstanding undisputed payments, including any Milestone Payments and royalty payments due to Supernus at the date of termination; and (c) return, or at Supernus’ option, destroy all Supernus Know-How and Supernus Confidential Information and any materials containing the Supernus Know-How and Supernus Confidential Information in its possession, custody or power except for such records as may be required by any Laws; provided however, that United Therapeutics may retain one copy of each document of Supernus’ Confidential Information to enable United Therapeutics to determine its surviving obligations of confidentiality and non-use with respect to Supernus’ Confidential Information, provided, however, that the copy (i) is kept in a secure place with access limited to the General Counsel only, and (ii) is returned to Supernus at the expiration of the last of any surviving obligations. 21.2 On termination or expiration of this Agreement for any reason, Supernus shall terminatepromptly return, or at United Therapeutics’ option, destroy all United Therapeutics Know-How and United Therapeutics Confidential Information and any materials containing the United Therapeutics Know-How and United Therapeutics Confidential Information in its possession, custody or power except for such records as may be required by any Laws; provided however, that Supernus may retain one copy of each document of United Therapeutics Confidential Information to enable Supernus to determine its surviving obligations of confidentiality and non-use with respect to United Therapeutics Confidential Information, provided, however, that the Referrer will copy (i) is kept in a secure place with access limited to the General Counsel only, and (ii) returned to United Therapeutics at the expiration of the last of any surviving obligations. 21.3 Subject to payment of royalty and related obligations, United Therapeutics, its Affiliates and its Sub-Licensees shall be entitled to invoice all Commission incurred but continue to sell existing stocks of the Licensed Products and Licensed Combination Products in the Territory for a period of not yet billed in relation to the Referrals before longer than [**] following the date of termination in accordance with the terms and conditions of this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 21.4 Upon the termination or expiryexpiration of this Agreement, United Therapeutics shall, and shall procure that its Affiliates and Sub-Licensees shall, execute such documents as Supernus may reasonably require to record at all appropriate patent offices throughout the Company Territory that United Therapeutics or the relevant Sub-Licensee has ceased to be entitled to use and exploit the Licensed Patents. 21.5 Clauses 6, 8, 10, 12, 13, 14, 15, 16, 17 (for [**]), 18.2 and 18.3 (for three years), 19, 21, 25, and applicable definitions herein shall pay survive the termination or expiration of this Agreement. 21.6 Termination or expiration of this Agreement shall not relieve either Party of any liability that accrued hereunder prior to the effective date of 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, nor prejudice either Party’s right to obtain performance of any obligation 21.7 Termination of this Agreement will be without prejudice to Supernus’ right to receive payment of (i) all undisputed invoices; Development Costs, Milestone Payments or Royalties, incurred or committed to as of the effective date of the termination, and (ii) all Royalties for as long as the Licensed Products and Licensed Combination Products are sold by United Therapeutics, its Affiliates or Sub-Licensees. 21.8 In the event of termination of this Agreement, the Parties shall meet in good faith to discuss and endeavor to agree on the steps required to affect an orderly closure of any provision ongoing Development Plan. In the event that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; occurred for a reason other than as a result of a material breach by Supernus, Supernus shall be entitled to reasonable payment for work carried out or for noncancellable or unavoidable work committed to by Supernus under a Development Plan and all other rights any reasonable and obligations will immediately cease, without prejudice direct out-of-pocket expenses incurred or noncancellable or unavoidable reasonable and direct out-of-pocket expenses committed to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before by Supernus under a Development Plan as of the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposestermination.

Appears in 2 contracts

Sources: Exclusive License Agreement (Supernus Pharmaceuticals Inc), Exclusive License Agreement (Supernus Pharmaceuticals Inc)

Consequences of Termination. (a) Upon the early termination of this Agreement, the Licensee and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that: (i) the Licensee is current in payment of all amounts due the Licensor under this Agreement, (ii) the Licensee pays the Licensor the applicable royalty on sales of Licensed Products in accordance with the terms of this Agreement; and (iii) the Licensee and its Affiliates and Sublicensees complete and sell all work-in-progress and inventory of Licensed Products within nine (9) months after the effective date of termination. (b) Upon the expiration or termination of this Agreement, for each Sublicensee, upon termination of the Sublicense with such Sublicensee, if the Sublicensee is not then in breach of such Sublicense with the Licensee such that the Licensee would have the right to terminate such Sublicense, the Licensor shall be obligated, at the request of such Sublicensee, to enter into a new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense; provided, however, that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any obligations or expiry liabilities on the Licensor which are not included in this Agreement. The Licensor’s consent to such Sublicensee request shall not be unreasonably withheld. Save as expressly provided, upon termination of this Agreement for any reason whatsoever: all Referrals the Licensee and each Sublicensee shall terminate; no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, KODE™ Technology or KODE™ Know-How, in so far and for as long as any of the Referrer will Licensed Patents remain in force, and except in respect of any accrued rights and those provisions expressed to survive termination, neither Party shall be entitled to invoice all Commission incurred but not yet billed in relation under any further obligation to the Referrals before other. (c) All rights and obligations of the date of termination or expiry, and the Company Parties shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or cease to have effect immediately upon termination of this Agreement will remain in effect; provided that termination shall not affect the continued existence and all other validity of the rights and obligations will immediately ceaseof the parties under those Clauses of this Agreement which are expressed to survive termination and any provision of this Agreement necessary for the interpretation or enforcement of this Agreement. A Party’s right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any rights, obligations, claims other right or remedy (including claims for damages for breach), and liabilities any right to claim damages) that such Party may have accrued before in the date event of termination a breach of contract or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared default by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesother Party.

Appears in 2 contracts

Sources: Patent & Know How License Agreement (BioLineRx Ltd.), Patent & Know How License Agreement (BioLineRx Ltd.)

Consequences of Termination. 14.4.1 No termination of any Work Order shall have any effect upon continuation of this Agreement or any other Work Order. Any written termination notice shall identify the specific Work Order or Work Orders that are being terminated. 14.4.2 Upon termination of this Agreement or any Work Order hereunder, (a) RRD shall cease performing any work not necessary for the orderly dose out of the affected services or for the fulfillment of regulatory requirements. (b) RRD shall cease performing any work not necessary for the orderly dose out of the affected services or for the fulfillment of regulatory requirements. RRD shall, upon request and or as required by law, deliver to RRD Partner as soon as reasonably possible, all data and materials provided by RRD Partner to RRD for the conduct of the services under the terminated Work Order(s), All statistical data, all statistical reports, all data entries and any other documentation produced as the result of services performed by RRD under the terminated Work Order(s) shall be delivered to RRD Partner upon payment to RRD for all services completed through the date of termination in accordance with the applicable Work Order. RRD reserves the right to retain, at its own cost and subject to the confidentiality provisions herein, one copy of such materials and any RRD Partner Confidential Information (“Retained Documents”), for archival purposes solely to be used to satisfy regulatory requirements or expiry to resolve disputes regarding the services. RRD Partner agrees that Retained Documents, if any, are not intended to serve as archives for RRD Partner and RRD Partner shall have no expectation of this Agreement access to such Retained Documents. RRD is under no obligation to retain said documents for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date specific period of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expirytime, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; . (c) RRD Partner shall, as soon as reasonably possible, deliver to RRD all Confidential Information (including copies and extractsprovided by RRD to RRD Partner in connection with the services under the terminated Work Order(s), along with any other property or materials shared by . RRD Partner reserves the Discloser, in the Recipient’s possession or control shall be returned right to the Discloser orretain, at the Discloser’s request, destroyed or rendered unreadable; its own cost and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein provisions herein, one copy of such materials and any RRD Confidential Information, for as long as it is retained. Section 8 will continue archival purposes solely to apply to retained Confidential Information and records, which may only be used to satisfy regulatory requirements or to resolve disputes regarding the services. (d) RRD Partner shall pay RRD for these specified purposesall time spent by RRD’s Personnel (which shall be paid according to the agreed upon rates set forth in each Work Order), incurred to complete activities associated with the termination, close out of the project or services, and fulfillment of regulatory obligations through the date of termination, unless otherwise agreed to by the parties in writing. In addition, RRD Partner will pay RRD for any reasonable, non-cancelable costs and expenses incurred in providing services, any reasonable costs and expenses directly incurred by RRD to close out the project, and any amounts due and owing at the time of the termination notice is received. If RRD Partner has pre-paid to RRD more than the amount due RRD in the final invoice, then RRD agrees to refund such excess amount to RRD Partner.

Appears in 1 contract

Sources: Master Services Agreement (Dipexium Pharmaceuticals, LLC)

Consequences of Termination. 15.1 Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; Licence for any reason: (a) you must comply with the terms of Cancellation Policy (INSERT LINK) and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that refund users who have accrued before the date of termination or expiry. Within twenty (20) calendar days booked on Classes scheduled after the date of expiry or termination of this Licence as per the terms of the Cancellation Policy (INSERT LINK); (b) all rights granted to you under this Licence shall cease; (c) you must immediately cease all activities authorised by this Licence; (d) except in respect of data, documentation or expiryinformation that you are required to keep for legal and audit purposes, except you must immediately and permanently delete or remove any data (including Personal Data, documentation or information associated with the MuveLive Service and Classes from all computer equipment in your possession, and immediately destroy or return to us (as required by applicable law: our option) all copies of any documentation or information associated with the Recipient MuveLive Service then in your possession; (e) you shall immediately stop using the Discloser’s Confidential Information; all Confidential Information MuveLive Service and any associated content; (f) except in respect of data, documentation or information that we are required to keep for legal and audit purposes, we may destroy or otherwise dispose of any of your data (including copies Personal Data) in our possession in accordance with paragraph 12, unless we receive, no later than ten days after the effective date of the termination of this Licence, a written request for the delivery to you of the then most recent back-up of your data. We shall use reasonable endeavours to deliver the back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and extracts), along with any other property charges payable to us. You shall pay our reasonable expenses incurred in returning or materials shared by disposing of your data. (g) the Discloser, in the Recipient’s possession or control parties' rights and remedies that have accrued as at termination shall be returned to the Discloser orunaffected; and (h) paragraphs that expressly or by implication survive termination shall continue in full force and effect including paragraphs 9, at the Discloser’s request8, destroyed or rendered unreadable; 12, 15, 22 and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes23.

Appears in 1 contract

Sources: Instructor Licence Agreement

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Denosumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Denosumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back- up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Denosumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Denosumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Denosumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Denosumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully- paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Denosumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Denosumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Denosumab Agreement or any IP Rights under the Denosumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex- Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Denosumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement

Consequences of Termination. Upon the date termination of the Forbearance Period, the Noteholders may take any and all actions and pursue all remedies under the Indenture and the other Transaction Documents related to any Specified Event of Default, including declaring all of the Secured Obligations immediately due and payable. No notice, grace period, cure period or similar provision set forth in the Transaction Documents shall be applicable to a delivery or performance of an obligation required under this Agreement and the SRGL Parties hereby acknowledge and agree that no further notice shall be required to be delivered by the Noteholders and any otherwise applicable cure or grace period under any of the Transaction Document shall not apply to any Specified Event of Default or any other Event of Default which occurs during, upon the expiry of or following the Forbearance Period; provided, that solely with respect to any other Event of Default (not including the Specified Events of Default), notwithstanding the foregoing language of this sentence, for any breach by any SRGL Entity of any non-material covenant (such materiality to be determined in the sole discretion of the Noteholders, exercising good faith) contained in any of the Transaction Documents, any such breach of such non-material covenant shall be subject to a cure period (to the extent capable of being cured) equal to one (1) Business Day, so long as the applicable SRGL Entity or SRGL or SALIC on such entity’s behalf, shall have immediately notified the Noteholders in writing upon the occurrence of any such breach of such non-material covenant. The breach by any SRGL Party of any representation, warranty, covenant or agreement in this Agreement shall constitute an immediate Event of Default under the Indenture and the other Transaction Documents. The obligations of the SRGL Entities under this Agreement, including, without limitation, the payment obligations contained in Section 9 and the indemnification obligations under Section 10 hereof are absolute and unconditional and shall survive any termination or expiry expiration of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiryForbearance Period, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination each of this Agreement will remain in effect; SRGL and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control SALIC shall be returned to jointly and severally liable for the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposeshereunder.

Appears in 1 contract

Sources: Forbearance Agreement (Scottish Re Group LTD)

Consequences of Termination. (a) Upon the early termination of this Agreement, the Licensee and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that: (i) the Licensee is current in payment of all amounts due the Licensor under this Agreement, (ii) the Licensee pays the Licensor the applicable royalty on sales of Licensed Products in accordance with the terms of this Agreement; and (iii) the Licensee and its Affiliates and Sublicensees complete and sell all work-in-progress and inventory of Licensed Products within nine (9) months after the effective date of termination. (b) Upon the expiration or termination or expiry of this Agreement, the Licensor may enter into a license agreement directly with each Sublicensee on terms that are reasonably negotiated directly with each Sublicensee. Save as expressly provided, upon termination of this Agreement for any reason whatsoever: all Referrals the Licensee shall terminate; no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, KODE™ Technology or KODE™ Know-How, in so far and for as long as any of the Referrer will Licensed Patents remain in force, and except in respect of any accrued rights and those provisions expressed to survive termination, neither Party shall be entitled to invoice all Commission incurred but not yet billed in relation under any further obligation to the Referrals before other. (c) All rights and obligations of the date of termination or expiry, and the Company Parties shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or cease to have effect immediately upon termination of this Agreement will remain in effect; provided that termination shall not affect the continued existence and all other validity of the rights and obligations will immediately ceaseof the parties under those Clauses of this Agreement which are expressed to survive termination and any provision of this Agreement necessary for the interpretation or enforcement of this Agreement. A Party’s right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any rights, obligations, claims other right or remedy (including claims for damages for breach), and liabilities any right to claim damages) that such Party may have accrued before in the date event of termination a breach of contract or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared default by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesother Party.

Appears in 1 contract

Sources: Evaluation License and Option Agreement (BioLineRx Ltd.)

Consequences of Termination. Upon 17.1. On termination or expiry: a) the Client shall immediately pay to Clearvision all of Clearvisions outstanding unpaid invoices and interest with respect to the terminated or expired Services, and in respect of the Services and/or Deliverables supplied and expenses incurred but for which no invoice has been submitted, Clearvision may submit an invoice, which shall be payable immediately on receipt; b) In the event that this Agreement and/or a Statement of Work/Signed Quotation is terminated pursuant to clause 16.3 or 16.4 (termination for convenience) by either Party the Client shall receive a refund for any undelivered Services/Deliverables that have been paid for in advance. c) In the event that this Agreement and/or a Statement of Work/Signed Quotation is terminated by Clearvision pursuant to clause 16.1 or 16.2 the Client shall not be entitled to a refund for any Charges paid in advance, irrespective of whether the Services/Deliverables have been delivered. d) the Client shall, within fourteen (14) days of request by Clearvision, return all of Clearvisions equipment. If the Client fails to do so, then Clearvision may enter the Client's premises and take possession of Clearvisions equipment. Until Clearvisions equipment has been returned or repossessed, the Client shall be solely responsible for its safe keeping; e) Clearvision shall on request return any of the Client Materials not used up in the provision of the Services. 17.2. Termination or expiry of the Contractual Documents shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry expiry, including the right to claim damages in respect of this Agreement for any reason whatsoever: all Referrals shall terminate; breach of the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals Contractual Documents which existed at or before the date of termination or expiry, and the Company . 17.3. Termination of any Statement of Work and/or Signed Quotation shall pay such undisputed invoices; not automatically affect any provision that expressly or implicitly continues after the expiration or other Statement of Work and/or Signed Quotation. 17.4. On termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseexisting Contractual Documents shall terminate automatically, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before unless otherwise agreed in writing between the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesParties.

Appears in 1 contract

Sources: Master Service Agreement

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Golimumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Golimumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back- up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Golimumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Golimumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Golimumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Golimumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully- paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Golimumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Golimumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Golimumab Agreement or any IP Rights under the Golimumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex- Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Golimumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement

Consequences of Termination. Upon 10.4.1 Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub- Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Leasing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Leasing Agreement in favour of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. 10.4.2 It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. 10.4.3 Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 50 (Fifty) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. 10.4.4 Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. 10.4.5 The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 1 contract

Sources: Lease Agreement

Consequences of Termination. 19.1 The Registrar's accreditation is automatically terminated on the termination of this Agreement. 19.2 Upon the expiry or termination of this Agreement: (a) the Registrar shall immediately cease to use of the Web Registrar Logo and all other Intellectual Property Rights of HKIRC and shall remove all references to itself as a HKIRC-Accredited Registrar and to HKIRC; (b) the Registrar shall cease to hold itself out as a registrar of HKIRC; (c) HKIRC shall post notice of such termination on its web site and may, if it deems appropriate, give notice to the Registrants for whom the Registrar maintains any Domain Name registration of such suspension, termination or expiry, as the case may be; (d) the Registrar shall immediately give notice to Registrants for whom the Registrar maintains any Domain Name registration of such expiration or termination, as the case may be; (e) the Registrar shall take all actions necessary to preserve the rights of its Registrants; (f) the Registrar shall expeditiously and in any case, prior to the effective date of termination unless HKIRC consents otherwise, provide all information and assistance necessary to ensure a timely transfer of each of its Registrant's Domain Names to another HKIRC-Accredited registrar, and comply in all respects with the procedure prescribed in the Registration Policies and the Acceptable Use Policy for such transfers. The Registrar shall bear any and all costs relating to such transfers or the compliance with such directions of HKIRC; (g) the Registrar shall forthwith pay any outstanding amounts accrued and due to HKIRC under this Agreement; (h) HKIRC retains the rights it had against the Registrar in respect of any past breach or accrued right prior to the termination or expiration of this Agreement; (i) HKIRC shall be entitled to retain all Fees paid by the Registrar to HKIRC pursuant to this Agreement; (j) the Registrar shall at the Registrar's own cost and expense, forthwith deliver to HKIRC everything in the Registrar's possession or control, including, without limitation, all stationery and other materials referring in any way to its status as a registrar of HKIRC or related to HKIRC; (k) the Registrar shall relinquish possession of and deliver to HKIRC all copies of all material of every nature and character which has been received by the Registrar from HKIRC, including in compliance with clause 16.2 and the documents and forms received for the registration of Domain Names; and (l) the Registrar shall do all such acts and things and execute such documents as HKIRC shall require in connection with the Registrar's cessation of use of the Web Registrar Logo or any translation, adaptation, modification or transliteration thereof or other Intellectual Property Rights, protected materials, or access to Registry Server, data, information or documents of HKIRC. 19.3 Upon the expiry or termination of this Agreement for any reason whatsoever: all Referrals , HKIRC may disable any passwords or other security measures that permit the Registrar to establish a connection to its Registry Server or system; cease to accept from the Registrar or process any transaction requested by the Registrar, including any applications for registration of a Domain Name or any of the Registrar Services, and/or may, in emergency situations, and at the Registrar's cost, take over the Registrar's administration thereof. 19.4 Termination of this Agreement shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation without prejudice to the Referrals before rights and remedies already accrued to the date of termination or expiryParties under this Agreement. 19.5 Clauses 14, 15, 16, 17, 19, 30, 31, 32 and the Company 33 shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or survive termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesAgreement.

Appears in 1 contract

Sources: Registrar Agreement

Consequences of Termination. Upon the date of termination or expiry of this Agreement Termination for any reason whatsoever: all Referrals , the Authority shall: (a) if Termination occurs prior to COD, take possession and control of the Project (i.e. including Sports Infrastructure Project, Real Estate Project, and Project Facilities). Further, on Termination of this Agreement, the Land Lease Agreement shall terminate; also be terminated by the Referrer will Authority; (b) if Termination occurs after COD, take possession and control of the Sports Infrastructure Project and Sports Infrastructure Project Facilities and Authority Designated Area. In such an event the Agreement and its provisions relating to Real Estate Project together with general provisions shall survive. For the avoidance of doubt, it is clarified that upon expiry of the Concession Period, Authority shall take possession and control of only Sports Infrastructure Project and Sports Infrastructure Project Facilities. The possession and control of the Authority Designated Area shall continue to be with the Concessionaire in accordance with the provisions of the Lease Agreement; (c) be entitled to invoice all Commission incurred restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Article 34.1; and (e) succeed upon election by the Authority but not yet billed in relation without any obligation to do so, without the necessity of any further action by the Concessionaire, to the Referrals before interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of termination or expirythe Concessionaire. For the avoidance of doubt, it is hereby agreed, and the Company Concessionaire hereby acknowledges, that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall pay constitute debt between the Concessionaire and such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach)Contractors, and liabilities the Authority shall not in any manner be liable for such sums. It is further agreed that have accrued before in the date of termination or expiry. Within twenty (20) calendar days after event the date of termination or expiryAuthority elects to cure any outstanding defaults under such Project Agreements, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared amount expended by the Discloser, in the Recipient’s possession or control Authority for this purpose shall be returned to recoverable from the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesConcessionaire.

Appears in 1 contract

Sources: Concession Agreement

Consequences of Termination. Upon In the event that this Agreement is terminated in its entirety pursuant to Section 10.2, then, in addition to the other provisions which survive termination pursuant hereto, the following provisions will apply, and in the event that a Party terminates this Agreement pursuant to Section 10.2 with respect to a single Licensed Antibody, the following provisions will apply solely with respect to such Licensed Antibody and the Licensed Products containing such Licensed Antibody (and this Agreement will continue in full force and effect with respect to the other Licensed Antibody and the Licensed Products containing such other Licensed Antibody). (a) Each Party will comply with the return and destruction obligations with respect to Confidential Information and any other Know-How of the other Party that are in its or its Affiliates’, sublicensees’ or Third Party contractors’ possession or control in accordance with ARTICLE 9. (b) Betta will deliver all unpaid payments due hereunder within [*] after the effective date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; in whole or in part (the Referrer will be entitled “Termination Date”). All payments made to invoice all Commission incurred but not yet billed in relation Agenus prior to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; be non-refundable. (c) As of the Termination Date, all licenses and all other rights and obligations will immediately cease, without prejudice granted by Agenus to any rights, obligations, claims Betta hereunder (including claims in Section 2.1 and 6.2(b)(i)) will terminate and such licenses and rights will revert to Agenus (except for damages for breachthose that expressly survive any such termination hereunder), and liabilities the Betta Parties will have no further rights to use any Licensed IP and Product Marks except to the extent and for so long as is necessary to permit Betta to finish work-in-progress. With Agenus written consent, Betta will be permitted to sell any Licensed Product inventory (“Remaining Inventory”) for a period of [*] following the Termination Date, and to otherwise perform any responsibilities in connection with any then ongoing clinical trial or other activity that cannot be terminated as of such date under Applicable Laws, it being agreed that all such activities and responsibilities will be discontinued and ceased (unless otherwise agreed or required under Applicable Laws by transitioning such activities and responsibilities to Agenus) as promptly as possible, subject to Applicable Laws. Betta will continue to make any and all applicable payments to Agenus for the Licensed Product sold or disposed of by any Betta Party, including any royalties under Section 7.4 for Net Sales of Licensed Product in the Remaining Inventory. Agenus will have accrued before the option of purchasing Remaining Inventory from Betta Parties at [*] of such Betta Parties’ Fully Burdened Manufacturing Costs of the Remaining Inventory. (d) Betta will grant, and hereby grants, to Agenus a worldwide, perpetual, irrevocable, non-exclusive, fully paid, royalty-free, transferable right and license, with the right to grant sublicenses through multiple tiers, under the Betta IP and Right of Reference as described in Section 4.7(g), solely for research and Exploitation of the Licensed Antibodies and/or the Licensed Products. (e) At Agenus’ written request and expense, Betta shall assign, and shall cause all other Betta Parties to assign, to Agenus or its designee, all of Betta’s rights under Third Party contracts relating to the Development, Manufacture and/or Commercialization of the Licensed Antibodies and the Licensed Products, to the extent that such contracts can be assigned without the counterparty’s consent and, to the extent that such consent is required, Betta will [*] obtain such consent and, if such consent is obtained, thereafter shall assign, and shall cause all other Betta Parties to assign, such rights to Agenus; and Agenus will assume Betta’s obligations under such assigned contracts, except to the extent such obligations relate to the period of performance prior to assignment or to any breach of such agreements by a Betta Party. (f) At Agenus’ written request, Betta will provide Agenus with originals and copies of all, Regulatory Approval or Regulatory Submission for the Licensed Products. To the extent any Betta Parties obtained any ownership interest in a Regulatory Approval or Regulatory Submission, and (i) to the extent permissible under Applicable Law, Betta shall assign, and shall cause all other Betta Parties to assign, to Agenus or Agenus’ designee such Regulatory Approval or Regulatory Submission; or (ii) if such Regulatory Approval or Regulatory Submission cannot be transferred to Agenus or Agenus’ designee, Betta shall, and shall cause all other Betta parties to, permit Agenus to cross-reference and rely upon such Regulatory Approval and Regulatory Submission filed, including submitting to each applicable Regulatory Authority of a letter or other necessary documentation (with a copy to Agenus) notifying such Regulatory Authority of the transfer of such ownership of each Regulatory Approval and Regulatory Submission. In addition, upon Agenus’ written request, Betta will, at Agenus’s cost and expense, provide to Agenus copies of all related documentation, including material non-clinical, preclinical and clinical data that are held by Betta or reasonably available to Betta Parties. (g) Betta will, and will cause Betta Parties, to [*] provide assistance, at the cost of Agenus, to commence or continue Developing or Commercializing the Licensed Antibodies and Licensed Products in the Territory for a period of no more than [*] after the effective date of such termination in accordance with a mutually agreed upon transition plan. (h) If, as of the Termination Date, Betta Parties are conducting any Clinical Trials, then, at Agenus’ election on a Clinical Trial-by-Clinical Trial basis: (i) to the extent permissible under Applicable Law, at Agenus’ cost and expense, Betta will, and will cause Betta Parties to, cooperate with Agenus to transfer the conduct of such Clinical Trial to Agenus or expiry. Within twenty (20) calendar days its designees and complete such transfer promptly and, in any case, within [*] after the termination effective date, and Agenus will assume any and all liability for the conduct of such transferred Clinical Trial after the date of termination such election (except to the extent arising prior to the election date or expiryfrom any willful misconduct or negligent act or omission by Betta Parties or their respective employees, except agents and contractors) and (ii) Betta will, at its cost and expense, orderly wind-down the conduct of any such Clinical Trial that is not assumed by Agenus under clause (i) above. (i) Except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property set forth [*] or materials shared as may otherwise be agreed in writing by the DiscloserParties, Betta will be responsible at its own expense for an orderly wind-down, in accordance with Applicable Laws and accepted pharmaceutical industry norms and ethical practices, of any then on-going Development, Manufacture and/or Commercialization activities not transferred in accordance with the Recipient’s possession or control shall be returned foregoing clauses. [*]. (j) Except where expressly provided for otherwise in this Agreement, termination of this Agreement will not relieve the Parties of any liability, including any obligation to make payments hereunder, which accrued hereunder prior to the Discloser oreffective date of such termination, nor preclude any 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, nor prejudice any Party’s right to obtain performance of any obligation. In the Discloser’s requestevent of such termination, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (this Section 10.3 will survive in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required addition to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used others specified in the ordinary course of business or for any commercial purpose, must be stored this Agreement to survive in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposessuch event.

Appears in 1 contract

Sources: License and Collaboration Agreement (Agenus Inc)

Consequences of Termination. Upon 21.1 If any OnBuy Company terminates these Seller Terms, that termination shall co-terminate the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; Seller’s relationship with the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation other OnBuy Companies. All sums due to the Referrals OnBuy Companies in accordance with these Seller Terms shall become immediately due and payable by the Seller to the relevant OnBuy Companies. 21.2 If an OnBuy Company terminates these Seller Terms, the Seller shall continue to pay the relevant OnBuy Companies all outstanding Fees set out under Clause 15 (Fees) of these Seller Terms for, and related to, sales during the 30-day notice period, and any other amounts which are properly owed to OnBuy, together with any applicable VAT. 21.3 The Seller shall ensure that all Orders placed before termination are fulfilled (where the Seller’s level of access to the SCP permits it to do so). If the Seller informs the relevant OnBuy Company that fulfilment of the Order is not possible, or if the Seller fails to fulfil an Order within 7 days of termination, the relevant OnBuy Company shall cancel the Order and process a refund to the Customer. 21.4 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Seller Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry, and the Company . 21.5 The termination or expiration of these Seller Terms for any reason shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to not affect any rights, obligations, claims (including claims for damages for breach), and obligations or liabilities that have accrued before the date of termination or expiryexpiry and all provisions regarding indemnification, warranty, liability and limits, confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose. Within twenty (20) calendar days Furthermore, termination of these Seller Terms shall not relieve the Seller of its respective obligations to supply Products that have been ordered and pay refunds and other charges even when such liabilities arise after the date of termination or expiry, except expiration (as one example: chargebacks). 21.6 All licences granted under these Seller Terms will expire on termination unless required for the purposes of Clause 21.2; 21.7 Clauses which expressly or by applicable law: implication have effect after termination shall continue in full force and effect. 21.8 The Seller acknowledges and accepts that the Recipient shall stop using OnBuy Companies reserve the Discloserright to pass the Seller’s Confidential Information; all Confidential Information contact details held on the SCP (including copies and extracts), along with any other property or materials shared by details the Discloser, in the Recipient’s possession or control shall be returned OnBuy Companies hold relating to the Discloser orSeller) to a Customer or third party where, at on or after termination of these Seller Terms, any dispute remains or arises between the Discloser’s request, destroyed or rendered unreadable; Seller and the Recipient shall destroy Customer or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesthird party.

Appears in 1 contract

Sources: Seller Terms

Consequences of Termination. Upon the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiryNotwithstanding Clause 11.2, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the upon expiration or early termination of this Agreement in accordance with the provisions of this Agreement: - (a) all outstanding amounts owed by the Sublicensee to the Sublicensor will remain in effect; become immediately due and payable; (b) the Sublicensor shall cease providing the right to use the QuickMed System and the Sublicensee shall forthwith cease to use the QuickMed System on the final day of the paid-up subscription (“Expiration”); (c) all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims except for those which are expressly provided to survive the termination of this Agreement shall cease with immediate effect; (including claims for damages for breach)d) the Sublicensor shall have the right to enter the Sublicensee’s premises, during reasonable hours, in order to disconnect and liabilities remove any the Sublicensor’s equipment or facilities, if applicable; (e) it shall not affect any rights that have accrued before to the date Parties hereto either prior to the expiration or early termination of termination this Agreement; (f) subject to the Sublicensee agreeing to the arrangement to be entered between the Parties, the Sublicensor shall have the right to transfer or expirymigrate the Sublicensee including the Data to a third party system. Within twenty Prior and during the said migration and transfer, the Sublicensee undertakes to observe and comply with the requirements under the relevant laws and regulations including but not limited to the Personal Data Protection Act 2010; (20g) calendar save and except for the event stated in Clause 11.6 (f) above, within thirty (30) days after the date of termination or expirysuch expiration, except as required by applicable law: the Recipient each Party shall stop using the Discloser’s Confidential Information; return all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding other Party and all Data in its possession at the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, time of expiration or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons termination and shall not be used in the ordinary course make or retain any copies of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained such Confidential Information and recordsData and immediately erase all such Confidential Information and Data from any computer, which may only word-processor or other device containing such information; and (h) Upon request by the Sublicensee made before or within the Termination Period, the Sublicensor will make available to Sublicensee for a complete and secure (i.e. encrypted and appropriated authenticated) download file of the Data in XML format including all schema and transformation definitions and/or delimited text files with documented, detailed schema definitions along with attachments in their native format. The Sublicensor will be used for these specified purposesavailable throughout this period to answer questions about data schema, transformations, and other elements required to fully understand and utilize Sublicensee's Data file. After the expiry of the Termination Period, the Sublicensor and its hosted service provider shall have no obligation to maintain or provide any of the Data and shall thereafter, unless legally prohibited, delete in such a manner as prevents recovery through normal/laboratory means, all of the Data in its systems or otherwise in its possession or under its control.

Appears in 1 contract

Sources: Sub Licensing Agreement

Consequences of Termination. Upon the date of termination or 27.1 The expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, Contract shall be without prejudice to any rightsrights or remedies available to, obligationsor any obligations or liabilities accrued to, claims (including claims for damages for breach), and liabilities that have accrued before either party at the effective date of termination. 27.2 Upon termination or expiry. Within twenty of this Contract for any reason, subject to the provisions of Clause 25 (20Default by the Contractor) calendar days after the Contractor will be paid the Charges and expenses in accordance with this Contract on a proportional basis for Services properly performed up to and including the effective date of termination termination. 27.3 Upon expiry or expirytermination: a) where any Charges have been paid for Services not properly performed prior to the effective date of such expiry or termination, except as required by applicable law: the Recipient Contractor shall stop using repay to the Discloser’s Confidential Information; all Confidential Information (including copies Authority an amount equal to the sum of such Charges and extracts), along with any other property duties or materials shared taxes paid by the Discloser, Authority to the Contractor in respect of such Charges; b) the Contractor shall deliver to the Authority all materials developed in performance of the Services then in the RecipientProvider’s possession or control whatever their state of development at that time, and all materials and information reasonably required by the Authority to complete any partially completed materials and continue delivery of the Services itself or through another third party. 27.4 Unless otherwise notified in writing by the Authority prior to the expiry or termination of this Contract, or as otherwise agreed in the Data Processing Table in Schedule 1 (Services) the Contractor shall on expiry or termination delete from its records and dispose of any and all remaining materials and property belonging or relating to the Authority, including all Authority Data, Personal Data and Confidential Information, and all copies of the same, then in its possession, custody or control, and shall certify in writing to the Authority that this has been done, provided that the Contractor shall be returned entitled to retain one copy of any such information if and solely to the Discloser or, at extent required for the Discloser’s request, destroyed or rendered unreadable; purposes of satisfying any of its audit and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information regulatory requirements. 27.5 Provisions of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required Contract which are either expressed to comply with any applicable law, regulatory authority, internal procedure, survive its expiry or for insurance, accounting, termination or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business from their nature or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as context it is retained. Section 8 will continue contemplated that they are to apply to retained Confidential Information survive such expiry or termination, shall remain in full force and records, which may only be used for these specified purposeseffect notwithstanding such expiry or termination.

Appears in 1 contract

Sources: Contract for Services

Consequences of Termination. Upon In the event of termination of a Beneficiary receiving IHI JU funding, such Beneficiary shall be entitled to receive IHI JU funding only in relation to Eligible Costs incurred before termination. For the avoidance of doubt, where the IHI JU shall refuse to accept any cost claimed by a departing Beneficiary receiving IHI JU funding, that departing Beneficiary shall have no right to recover the same from any (other) Beneficiary or from any IHI JU funding held or which may be received. A departing Beneficiary shall, notwithstanding termination as aforesaid, remain bound to provide to the Project Leader and the Coordinator, for onward transmission to the IHI JU, within forty-five (45) Days of such termination, those reports and Deliverables contemplated up to the date of termination or expiry which, under the Grant Agreement, such departing Beneficiary would have been obliged to deliver had such termination coincided with the end of a reporting period. Where, as a result of any delay on the part of a departing Beneficiary in implementing the obligation included in Clause 13.5.2 of this Consortium Agreement for (or any reason whatsoever: all Referrals Beneficiary in the event that the Grant Agreement shall terminate; be terminated in its entirety), the Referrer will be entitled IHI JU shall decide to invoice all Commission incurred but not yet billed withhold IHI JU financial contribution, or to demand repayment of any IHI JU financial contribution which has been paid, such departing Beneficiary eligible to receive IHI JU funding shall indemnify the other Beneficiaries in relation to the Referrals before the date respect of termination or expiryany such amount, and shall, within thirty (30) Days of a written request therefore from the Company Coordinator, settle any such indebtedness. For the avoidance of doubt, such indemnification obligation shall pay survive such undisputed invoices; any provision that expressly or implicitly continues after termination, but shall never exceed the expiration or departing Beneficiary’s Action Share. Where the departing Beneficiary is the Coordinator, the termination of this Consortium Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice with respect to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before such departing Beneficiary shall not take effect until the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared replacement Coordinator has been approved by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesIHI JU.

Appears in 1 contract

Sources: Consortium Agreement

Consequences of Termination. Upon Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub-Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Leasing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Leasing Agreement in favour of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 25 (twenty-five) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 1 contract

Sources: Lease Agreement

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Vedolizumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Vedolizumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back- up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Vedolizumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Vedolizumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Vedolizumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Vedolizumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully- paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Vedolizumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Vedolizumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Vedolizumab Agreement or any IP Rights under the Vedolizumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex-Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Vedolizumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement

Consequences of Termination. Upon the date of 12.1 Any termination or expiry of this Agreement for these Terms and Conditions shall not relieve either Party of any reason whatsoever: obligation under these Terms and Conditions which is expressed or which by implication is intended to continue after termination or expiry including Clause 4 (Charges and Terms of Payment), Clause 8 (Warranties and Representations), Clause 9 (Liability), Clause 10 (Intellectual Property), Clause 13 (Confidentiality), Clause 14 (Freedom of Information), Clause 19 (Dispute Resolution Procedure) and Clause 30 (Law and Jurisdiction). 12.2 For the avoidance of doubt in the event of termination of these Terms and Conditions howsoever arising, all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation rights and licences granted by either party to the Referrals before other shall automatically cease and both Parties shall cease all and any use of the other's Intellectual Property and any Confidential Information. 12.3 After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Services which remain to be completed as at the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; ) and all other rights items provided on loan or otherwise to the Purchaser by NHSBT will be delivered by the Purchaser to NHSBT provided that the Purchaser will be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Purchaser is required by Law to maintain copies thereof or to the extent that the Purchaser was possessed of such data, documents and obligations will immediately cease, without prejudice records prior to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of these Terms and Conditions. In addition, the Purchaser will co-operate fully with NHSBT during the handover leading to the termination or expiryof these Terms and Conditions. Within twenty (20) calendar days after the date of termination or expiryThis co- operation will extend to full access to all documents, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies reports, summaries and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records information required to comply with achieve an effective transition without disruption to routine operational requirements. 12.4 Termination of these Terms and Conditions for any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons reason shall not be used in prejudice the ordinary course of business rights or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, remedies which may only be used for these specified purposeshave accrued to either party and both parties shall use all reasonable endeavours to mitigate their losses upon such termination.

Appears in 1 contract

Sources: Testing Services Agreement

Consequences of Termination. Upon receipt of a Termination Notice, the Parties shall immediately: take all possible action to mitigate any liabilities which may arise as a result of such termination; and return all Confidential Information to the Party that disclosed such Confidential Information. Upon termination of this Agreement howsoever arising the Licensee shall: immediately cease to exercise the rights granted under Clause 3 or use the Licensed IPR in any form or manner; within [10 Business Days] deregister [at its cost] any registered authorised user agreements within the Territory; within [10 Business Days] deliver (at the Licensee's cost) at the election of the Licensor delete or return to the Licensor: all copies of the Licensed IPR; any articles, materials or documents in its possession or under its control which incorporate, reproduce or display any aspects of the Licensed IPR; or where a deletion is not practicable, destroy all stationery advertising material, and documents in the possession of the Licensee to which the Licensed IPR has been applied to; and provide the Licensor with satisfactory evidence of their destruction; and execute such documents as may be requested by the Licensor in order to assign or transfer any interest that the Licensee may then have in any of the Licensed IPR. Subject to this Clause 12, the Licensee shall do nothing after the termination of this Agreement which might lead any person to believe that the Licensee is still licensed in relation to the Licensed IPR. Notwithstanding any other provision of this Agreement, where either Party terminates this Agreement then the Licensee shall pay to the Licensor all outstanding Licence Fees under this Agreement up to and including the termination date. The termination of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or thereof. The termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in limit the ordinary course survivability of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and recordsother provisions, which may only be used for these specified purposesby their nature, are likewise intended to survive the termination of this Agreement.

Appears in 1 contract

Sources: Ip Licence Agreement

Consequences of Termination. Upon Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub-Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Licensing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Licensing Agreement in favour of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 30 (Thirty) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 1 contract

Sources: Lease Agreement

Consequences of Termination. Upon If the Authority terminates the Grant Agreement in accordance with paragraph 23.2.4 or 23.6 the Grant Recipient shall return any Unspent Monies to the Authority within 30 days of the date of the Authority's termination notice, save where the Authority gives written consent to their retention. In the event of termination or expiry of this Agreement Grant Agreement, the Authority will not be liable to pay any of the Grant Recipient’s costs or those of any contractor/supplier of the Grant Recipient related to any transfer or termination of employment of any employees engaged in the provision of the Funded Activities. The Grant Recipient shall, on the Authority's request, promptly prepare a written exit plan to provide for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to cessation or seamless transfer of the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration Funded Activities following expiry or termination of this Grant Agreement. 24TUPE [The Grant Recipient agrees that if the Employment Regulations apply in respect of this Grant Agreement will remain in effect; on the commencement of the Funded Activities, then it shall comply with its obligations arising under the Employment Regulations and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (if applicable) New Fair Deal (including claims entering into an Admission Agreement) and shall indemnify the Buyer and/or any Former Grant Recipient for damages for breachany loss arising from any failure so to comply.] The Grant Recipient agrees that no later than [12 months] prior to the expiry or termination of this Grant Agreement and thereafter at intervals stimulated by the Authority (not to be more frequent than every 30 days), the Grant Recipient shall fully and liabilities that have accrued before accurately disclose to the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as Authority all staffing information reasonably required by applicable law: the Authority including, but not limited to, the total number of staff assigned for the purposes of the Employment Regulations to the Funded Activities. This shall include, where relevant, the staff of any sub-contractor engaged by the Grant Recipient to deliver the Funded Activities (or part of the Funded Activities). For each person so identified, the Grant Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloserprovide, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required a suitably anonymised format so as to comply with any applicable lawthe Data Protection Legislation, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in details of: the ordinary course activities they perform; amount of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject working time assigned to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposes.Funded Activities; date of birth; start date; length of continuous service; place of work; notice period;

Appears in 1 contract

Sources: Grant Agreement

Consequences of Termination. Upon the date of 12.1 Any termination or expiry of this Agreement for these Terms and Conditions shall not relieve either Party of any reason whatsoever: obligation under these Terms and Conditions which is expressed or which by implication is intended to continue after termination or expiry including Clause 4 (Charges and Terms of Payment), Clause 8 (Warranties and Representations), Clause 9 (Liability), Clause 10 (Intellectual Property), Clause 13 (Confidentiality), Clause 14 (Freedom of Information), Clause 0 (Dispute Resolution Procedure) and Clause Error! Reference source not found. (Law and Jurisdiction).. 12.2 For the avoidance of doubt in the event of termination of these Terms and Conditions howsoever arising, all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation rights and licences granted by either party to the Referrals before other shall automatically cease and both Parties shall cease all and any use of the other's Intellectual Property and any Confidential Information. 12.3 After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Services which remain to be completed as at the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; ) and all other rights items provided on loan or otherwise to the Purchaser by NHSBT will be delivered by the Purchaser to NHSBT provided that the Purchaser will be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Purchaser is required by Law to maintain copies thereof or to the extent that the Purchaser was possessed of such data, documents and obligations will immediately cease, without prejudice records prior to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of these Terms and Conditions. In addition, the Purchaser will co-operate fully with NHSBT during the handover leading to the termination or expiryof these Terms and Conditions. Within twenty (20) calendar days after the date of termination or expiryThis co-operation will extend to full access to all documents, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies reports, summaries and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records information required to comply with achieve an effective transition without disruption to routine operational requirements. 12.4 Termination of these Terms and Conditions for any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons reason shall not be used in prejudice the ordinary course of business rights or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, remedies which may only be used for these specified purposeshave accrued to either party and both parties shall use all reasonable endeavours to mitigate their losses upon such termination.

Appears in 1 contract

Sources: Referral Agreement

Consequences of Termination. Upon Following the date service of termination or expiry a notice of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement under Sections 14.1 [Termination by City], 14.2 [Termination by Design-Builder], 14.3 [Termination Upon Force Majeure or Limited Relief Event] or 14.4 [City’s Election Not to Terminate] or termination on the Expiry Date in accordance with Section 4.8 [Term]: (a) the City shall pay to Design-Builder the Termination Payment in the amount and on the date specified under the pertinent Sections of Schedule 27 [Compensation on Termination]; (b) Design-Builder shall, no later than five Business Days following the Termination Date, at no cost to the City, provide the City with copies of all records of any kind whatsoever that pertain to Design-Builder’s performance of, or may otherwise facilitate the City or its contractors assuming responsibility for performing, the Design and Construction Requirements; (c) in so far as title shall not have already passed to the City pursuant to this Agreement, Design-Builder shall, promptly following the Termination Date, hand over to, and there shall vest in, the City, free from all Encumbrances (other than the Permitted Encumbrances and any Encumbrances caused or consented to by the City), the Infrastructure together with all other assets and rights owned or held by Design-Builder or a Design-Builder Person capable of being transferred that are necessary for the performance of the Project Work, and to the extent that any such assets or rights are not capable of being transferred by Design-Builder to the City, Design-Builder shall enter into agreements or make other arrangements in order to permit the use of the assets or rights by the City in order to enable it, or its designated agents or subcontractors, to continue to perform the activities which would have otherwise been performed by Design-Builder if this Agreement had not been terminated; (d) if termination is prior to the Construction Completion Date, without limiting Section 14.5(c), in so far as any transfer will remain in effect; be necessary to fully and effectively transfer property to the City, Design-Builder shall, on the Termination Date, transfer to, and there shall vest in, the City, free from all Encumbrances (other than the Permitted Encumbrances and any Encumbrances caused or consented to by the City) such part of the Infrastructure as has been constructed and all or any part of the stocks of material and other assets, road vehicles, construction equipment, spare parts and other moveable property owned by Design-Builder or any Subcontractor and used in respect of the Project Work. (e) if termination is prior to the Construction Completion Date, if the City so elects, all construction plant and Equipment owned by a Subcontractor and used in respect of the Project Work, whether or not on the Lands, shall remain available to the City for the purposes of completing the Project Work, subject to payment by the City of the relevant Subcontractor’s reasonable charges: (f) subject to the rights and obligations set forth in Schedule 8 [Intellectual Property], the City shall be entitled to retain all defined Intellectual Property which may, thereafter be used by the City in accordance with the licences granted herein; (g) Design-Builder shall use commercially reasonable efforts to assign, or otherwise transfer, to the City, no later than the Termination Date, free from all Encumbrances (other than the Permitted Encumbrances and any Encumbrances caused or consented to by the City), the benefit of all Manufacturer Warranties, including all documentation in respect thereof, in respect of mechanical and electrical and equipment used or made available by Design-Builder under this Agreement and included in the Infrastructure; (h) to the extent permitted by Applicable Law and their respective terms, Design-Builder shall, no later than the Termination Date, assign all Project Approvals to the City; (i) Design-Builder shall, no later than the Termination Date, deliver to the City all records required to be kept by Design-Builder hereunder (Design-Builder having the right to retain copies thereof), unless such documents are: (i) required by Applicable Law to be retained by Design-Builder, in which case complete copies will immediately ceasebe delivered to the City; or (ii) privileged from production pending resolution of any outstanding Dispute under the Dispute Resolution Procedure, in which case such records will be delivered forthwith upon resolution of such dispute, provided that any records that are necessary for the performance of the Project Work will be delivered to the City no later than the date of the Termination Payment; (j) Design-Builder shall cooperate fully with the City and any successors providing services in the nature of any of the Project Work in order to achieve a proper transfer of the manner in which the Project Work is performed; (k) Design-Builder shall as soon as practicable remove from the Lands all property belonging to Design-Builder that is not acquired or retained by the City pursuant to this Section 14.5 [Consequences of Termination] or otherwise, and, if Design-Builder has not done so within 60 days after any notice from the City requiring it to do so, the City may, without being responsible for any loss, damage, costs or expenses, remove and sell any such property and shall hold any proceeds, less all costs incurred to the credit of Design- Builder; (l) Design-Builder shall, no later than the Termination Date, deliver to the City’s Representative: (i) all keys to, and any pass cards and other devices used to gain access to any part of the Infrastructure; and (ii) to the extent transferable and in addition to and without prejudice to the City’s rights pursuant to Schedule 8 [Intellectual Property] or this Section 14.5 [Consequences of Termination], any rightscopyright licences for any computer programs, obligationsor licences to use the same, claims used in connection with the operation of the Infrastructure; and (including claims for damages for breach)m) Design-Builder shall as soon as practicable vacate the Lands and, and liabilities that have accrued before without limiting Design-Builder’s obligations under this Agreement, shall leave the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; Lands and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records Infrastructure in a safe, clean and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesorderly condition.

Appears in 1 contract

Sources: Design Build Agreement

Consequences of Termination. Upon Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub- Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Leasing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Leasing Agreement in favor of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 15 (fifteen) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 1 contract

Sources: Lease Agreement

Consequences of Termination. Upon (a) Subject to Section 1.4(b), if, at any time before the Relinquishment Amount and Re-Vested Options are fully vested, ▇▇▇▇▇▇’s employment with a Company Group Member is terminated either by Holder or by such Company Group Member for any reason other than as a result of Holder’s death or Disability (as defined in the Parent’s 2021 Incentive Equity Plan), then Holder will immediately forfeit any then unvested portion(s) of the Relinquishment Amount and Re-Vested Options as of the date of termination or expiry for no consideration. In such case, the forfeited Relinquishment Amount shall be released from the Relinquishment Escrow Fund permanently to Parent with no obligation to deliver any such portion of the unvested Relinquishment Amount to Holder under this Agreement for any reason whatsoever: all Referrals shall terminate; or the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination Merger Agreement or expiryotherwise, and the Company forfeited Re-Vested Options shall pay be cancelled without any consideration being paid to Holder. (b) During the four-year period commencing on the Closing Date (the “Protection Period”), Parent shall not (i) terminate Holder’s employment without Cause (defined below), (ii) materially reduce Holder’s base salary or the benefits to which similarly-situated executive employees of Parent or any of Parent’s subsidiaries are entitled, other than a broad-based reduction to the same extent that applies to such undisputed invoices; similarly-situated executive employees or (iii) relocate Holder’s principal place of employment to a location outside of a fifty (50)-mile radius of Holder’s current principal place of employment. If any provision that expressly such event occurs during the Protection Period or implicitly continues after in the expiration event of Holder’s death or termination of Disability, then Holder’s sole remedy with respect thereto, whether under this Agreement will remain or any other agreement between Holder and Parent or any subsidiary of Parent, or any other legal theory, shall be (i) the immediate vesting of any unvested portion of the Relinquishment Amount and the prompt release by Parent of such amount from the Relinquishment Escrow Fund (and in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims event within ten (including claims for damages for breach10) Business Days of such vesting date), with such amount to be delivered to Holder upon release and liabilities that have accrued before (ii) the date immediate vesting of termination or expiry. Within twenty (20) calendar days after the date of termination or expiryany unvested Re- Vested Options, except as required by applicable law: the Recipient which shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and recordsapplicable award agreement. (c) For purposes of this Agreement, which may only be used for these specified purposes.

Appears in 1 contract

Sources: Relinquishment Agreement (23andMe Holding Co.)

Consequences of Termination. Upon the date (a) Promptly after notice of termination or expiry from either Party under any provision of Section 10.5 and 10.6, CTI and RPS shall meet to discuss and agree in writing upon a manufacturing wind down plan for this Agreement for any reason whatsoever: all Referrals ("Wind Down Plan"). Such Wind Down Plan shall terminateinclude, among other things, a mutually agreeable quantity of Compound that RPS will continue to manufacture during the termination period, if any; provided however,that in the Referrer will event of a termination by CTI under Section 10.5, at a minimum, RPS shall be entitled to invoice complete the manufacturing of all Commission incurred but Compound work-in-progress at the time CTI's notice of termination is received by RPS. In the case of termination by CTI under Section 10.2 or by RPS under Section 10.1 the Parties shall also meet to agree on a Wind Down Plan, provided, however, that each of the Parties shall be expected to carry out their respective Compound manufacturing, sale, and purchase obligations hereunder through the applicable termination date without any reduction in the volume of Compound required to be so manufactured, sold and purchased. (b) In the event of a termination by CTI under Section 10.5, CTI will pay to RPS the price applicable hereunder for all Compound manufactured by RPS hereunder prior to receipt of CTI's termination notice (including without limitation all validation batches and [**]), for all additional Compound that has been agreed by the Parties in the Wind Down Plan to be made during the termination period, if any, and, if none, then CTI will purchase all Compound manufactured from work-in-progress at the time CTI's termination notice is received by RPS at RPS's cost; provided, however, that CTI shall not yet billed be obliged to purchase any minimum additional volume of Compound to be produced during such termination period as might be required under the terms of Section 2.1(b) unless CTI wishes to do so in relation its sole discretion; (c) In the event of a termination by CTI under Sections 10.2 or 10.5, CTI will reimburse RPS for its cost of unused Raw Materials and intermediates to the Referrals before extent that RPS is not able to cancel an order for or resell any of such Raw Materials and intermediates to Third Parties. Upon the date request of CTI, RPS shall deliver all such Raw Materials and intermediates to a location indicated by CTI, at CTI's sole cost and expense; (d) In the event of a termination by CTI under Sections 10.2 or expiry10.5, CTI will reimburse RPS for all other out-of-pocket costs and expenses reasonably incurred by RPS due to the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or early termination of this Agreement by CTI, including without limitation any cost associated with the cancellation of contracts for supplies, materials and services purchased by RPS in reliance upon this Agreement running for its full Term and will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims reimburse RPS for [**]-percent (including claims for damages for breach[**]%), and liabilities that have accrued before or such lesser percentage as mutually agreed at the time (taking into account, among other things, the amount of Compound purchased by CTI as of the date of termination or expiry. Within twenty (20) calendar days after the date notice of termination or expiry, except as required by applicable law: and the Recipient shall stop using extent of the Discloser’s Confidential Information; all Confidential Information (including copies and extractscapital work already completed), along of (i) any costs and expenses incurred by RPS in connection with any other property or materials shared by the Discloser, work described in the Recipient’s possession Manufacturing Site Capital Project and (ii) the reasonable out-of-pocket cost of [**] any such capital improvements that RPS must undertake; provided, however, that the combined total of (i) and (ii) shall not exceed US$ [**], and that CTI will have no liability to RPS for such costs in (i) or control (ii) if CTI purchases no less than [**] metric tons of Compound hereunder at a price of no less than the Initial Delivery Period price of US$[**] per kilo; (e) At CTI's request, RPS shall be returned provide to CTI all Intellectual Work Product documentation and information that is in RPS' possession, including, but not limited to, identification of suppliers of Raw Materials and instructions for the Discloser orsynthesis, processing and analysis of the Compound and shall provide such reasonable assistance needed by CTI to transfer the production of the Compound or any Raw Material to a Third Party ("Technology Transfer"); (f) In the event that CTI terminates this Agreement under Sections 10.2 or the Parties terminate this Agreement under Section 10.6, CTI shall reimburse RPS for any reasonable out-of-pocket costs and expenses RPS incurs for the Technology Transfer, including without limitation FTE expenses at RPS at the Discloser’s requestrates then charged by RPS; (g) In the event that RPS terminates this agreement under Section 10.1, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons CTI shall not be used in obligated to reimburse RPS for any costs or expenses, including FTE costs, that RPS expends for any Technology Transfer; (h) RPS shall grant a fully paid-up, royalty-free, worldwide, perpetual non-exclusive license (with the ordinary course right to sub-license) to any RPS Technology concerning the manufacturing of business or the raw material 2ABT; and (i) In the event of the termination of this Agreement under Section 10.6, CTI's sole liability shall be for the payment to RPS of (i) the purchase price for the validation batches of Compound produced by RPS per Section 2.1(a) above and (ii) the purchase price for any commercial purpose, scale Compound then produced by RPS under Section 2.1(b) above (including without limitation all validation batches and [**]). (j) It is understood and agreed between the Parties that the types of costs and expenses that CTI must reimburse to RPS as described in this Section 10.7 are deemed to be stored in an encrypted, non-production environmentdirect damages of RPS, and nothing in this Section 10.7 shall limit RPS' right to recover such costs and expenses as direct damages from CTI in the event of a breach of this Agreement by CTI, including without limitation (i) any costs and expenses incurred by RPS in connection with the work described in the Manufacturing Site Capital Project and (ii) the reasonable out-of-pocket cost of [**] any such capital improvements that RPS must undertake; provided, however, that the combined total of (i) and (ii) shall not exceed the lesser of [**]-percent ([**]%) of such costs and expenses or US$ [**], and that CTI will remain subject have no liability to RPS for such costs in (i) or (ii) if CTI purchases no less than [**] metric tons of Compound hereunder at a price of no less than the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesInitial Delivery Period price of US$[**] per kilo.

Appears in 1 contract

Sources: Manufacturing Agreement (Critical Therapeutics Inc)

Consequences of Termination. Upon Without prejudice to any other consequences or requirements under this Agreement or under any law, the following g consequences shall follow upon Termination: i) the Lessee or Sub-Lessee shall cease to have any access to the Leased Space(s). However, DMRC at its own discretion may allow the Sub-Lessees/ end users to continue to have access on mutually negotiable terms & conditions. ii) surrender all its rights on the Leased Space(s). Transfer all its rights, titles and interest in or over the assets comprised in the Leased Space(s) which are required to be transferred to DMRC in accordance with this Agreement and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard. iii) The Leased Space(s) shall have been renewed and cured of all defects and deficiencies as necessary so that the Leased Space(s) is in accordance with the specifications & standards as per the terms of this Agreement. iv) Hand over to DMRC all documents including as-built drawings, manuals and records relating to development, operation and maintenance of the Leased Space(s) and a certificate from his statutory auditors certifying zero financial encumbrance on the Leased Space(s); v) At its cost remove from the Leased Space(s) all such moveable assets, which are not taken over by or transferred to the DMRC. vi) At its own cost, immediately terminate the Sub-Leasing Agreements entered into with Sub-Lessees, without any liability of the DMRC. However, DMRC may in its discretion, instruct the Lessee to assign the Sub-Leasing Agreement in favour of the DMRC, if the DMRC considers appropriate to continue to provide access to the Sub-Lessee on the Leased Space(s). vii) The Lessee shall, at its cost, transfer to DMRC all such Applicable Permits, which the DMRC may require and which can be legally transferred. It is hereby agreed between the Parties that the Lessee or the Sub-Lessee or any other person acting through or under them shall not remove any of the facilities at Leased Space(s) including all equipment and other fixtures attached to the Leased Space(s) and shall remove only movables which can be removed without causing any damage to the structure of the Leased Area. Both Parties shall at least 6 (six) months prior to the expiry of the normal Lease Period of 15 (Fifteen) years or sooner determination as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid consequences of Termination. Each Party shall pay the other Party the various payments due as on the date of termination Termination in accordance with this Agreement. The Parties shall perform/discharge their respective obligations to be performed or expiry discharged under the provisions of this Agreement for any reason whatsoever: all Referrals shall terminate; on the Referrer will be entitled to invoice all Commission incurred but not yet billed Termination in relation to the Referrals before the date of termination or expiryentirety, and unless otherwise provided in this Agreement, the Company cost involved in transfer contemplated shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials be shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesrespective Parties.

Appears in 1 contract

Sources: Lease Agreement

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Golimumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Golimumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back-up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Golimumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Golimumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Golimumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Golimumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully-paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Golimumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Golimumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Golimumab Agreement or any IP Rights under the Golimumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex-Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Golimumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement (Alvotech)

Consequences of Termination. (a) Upon termination of this Agreement, any and all affected rights and licenses granted by Savient to Cytogen shall terminate on the effective date of termination, except as otherwise set forth herein. For avoidance of doubt, any licenses granted by Cytogen to Savient shall continue and shall survive termination of this Agreement. (b) Upon expiration or termination of this Agreement due to reasons other than a material breach by Cytogen, Cytogen may continue using the licenses granted hereunder to market and sell all Licensed Product which are fully manufactured and in Cytogen's (including its Affiliates') and/or its sublicensees' inventory at the date of such expiry or termination for a period of time not to exceed [**] (the "TAIL PERIOD") (provided that such sales shall be subject to the royalties and milestone payment obligations under Article VI of this Agreement, as well as all payment obligations under the Supply Agreement). (c) Upon termination of this Agreement, each party shall return or destroy all copies of the other party's Confidential Information, and certify to the other party that all copies of the other party's Confidential Information have been returned or destroyed. (d) Upon termination of this Agreement due to a material breach by Cytogen, at Savient's sole discretion, Savient may offer to purchase all or part of Cytogen's remaining inventory of Licensed Product at Cytogen's cost; provided, however, that if Savient does not purchase Cytogen's inventory, then Savient shall grant Cytogen a license to continue selling the Licensed Product for a period of time not to exceed [**], subject to Savient's receipt of royalties and milestone payments for such sales in accordance with Article VI of this Agreement, as well as all payment obligations under the Supply Agreement. (e) Upon expiry or termination of this Agreement for any reason whatsoeverother than Savient's breach, Cytogen shall assign to Savient, at no cost to Savient, all rights and title to: (i) the Cytogen Trade Dress; (ii) the Prescriber Data; and (iii) all Referrals know-how, data and information related to the marketing, Promotion or Detailing of the Licensed Product. If the Agreement is terminated because of Savient's breach, then Savient shall terminate; pay Cytogen fair and reasonable compensation to be negotiated in good faith by the Referrer will be entitled to invoice all Commission incurred parties (but not yet billed to exceed Cytogen's reasonable out-of-pocket expenses incurred in relation transferring such data and information) to compensate Cytogen for its transfer to Savient of the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any above-described rights, obligations, claims (including claims for damages for breach), data and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesinformation.

Appears in 1 contract

Sources: Exclusive Distribution Agreement (Cytogen Corp)

Consequences of Termination. 11.1 Upon termination of this Agreement: (a) Longport shall be entitled, but not obliged, to repurchase from USMS all or part of any order of the Scanner then held by USMS for a price equal to the lower of cost or net realizable value provided that : (i) Longport shall be responsible for arranging and for the cost of, transport and insurance; and (ii) USMS may sell the Scanner for which it has accepted orders from customers prior to the date of termination or expiry in respect of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled which Longport does not, by written notice given to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days USMS within 10 Business Days after the date of termination exercise its right of repurchase and for those purposes and to that extent the provisions of this Agreement shall continue in full force and effect; CONIFIDENTIAL (b) USMS shall, at its own expense, within 30 Business Days send to Longport any advertising, promotional or expirysales material relating to the Scanner (and all copies thereof) then in the possession of USMS; (c) outstanding unpaid invoices rendered by Longport in respect to the Scanner shall become immediately payable by USMS and invoices in respect to the Scanner ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of an invoice; (d) USMS shall cease to promote, except as required by applicable law: market or advertise the Recipient shall stop using Scanner or to make any use of the Discloser’s Confidential Information; all Confidential Restricted Information (including copies as defined in Condition 21 of the Terms and extracts)Conditions) other than for the purpose of selling all or part of any consignment of the Scanner in respect of which Longport does not exercise its right of repurchase; (e) USMS shall have no claim against Longport for compensation for loss of distribution rights, along with loss of goodwill or any other property similar loss; and (f) subject as otherwise provided herein and to any rights or materials shared by the Discloser, in the Recipient’s possession or control obligations which have accrued prior to termination neither party shall be returned have any further obligation to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesother under this Agreement.

Appears in 1 contract

Sources: Confidentiality Agreement (Longport Inc)

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Vedolizumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Vedolizumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back-up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Vedolizumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Vedolizumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Vedolizumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Vedolizumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully-paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Vedolizumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Vedolizumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Vedolizumab Agreement or any IP Rights under the Vedolizumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex-Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Vedolizumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement (Alvotech)

Consequences of Termination. Upon On termination or expiry of this Agreement: you (or if you have died, your estate) shall immediately pay to us all outstanding unpaid invoices and interest and, in respect of Services and Additional Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt; and You shall, within a reasonable time, return all of Our Equipment and vacate the Care Home leaving the accommodation in a clean, tidy and reasonable state of repair. If you fail to leave the Care Home when required to on termination or expiry of this Agreement, you will be charged, and must pay, any costs arising because of your failure to leave the Care Home and Service Fees for you continuing to occupy a room at the Care Home. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiry for either of us, including the right to claim damages in respect of any breach of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination which existed at or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty During the termination notice period or at any time after the termination notice period, the Company shall have the right to notify you (20which notification(s) calendar may be, but need not be, by email) that if: all Your Possessions are not collected from the Care Home at or before the end of the termination notice period (or such later time as is agreed in writing between you and the General Manager); and the Company wishes to prepare the room you occupied for a new resident to occupy it, then in respect of Your Possessions that have not been collected: the Company may exercise its rights to have them removed, packed, stored off site and insured under clause 12.5.; and in the case of off-site storage in accordance clause 12.5.(d), the Company may charge you: the packing, removal, off-site storage and insurance costs it incurs (and such notification shall set out the calculation of such costs so that you can see the daily cost payable and any one off costs payable); and any cancellation charge that the Company incurs because, after the end of the termination notice period (or such later time as is agreed in writing between you and the General Manager), the Company makes arrangements with a third party supplier for the packing, removal, off-site storage and insurance of Your Possessions that have not been collected, but they are then collected late by or on behalf of you, so the third party supplier has to be cancelled (and such notification shall set out the calculation of such potential cancellation charges so that you can see it); and the Company may exercise its rights to dispose of them under clause 12.7.. If: Your Possessions are not all collected from the Care Home by or on behalf of you at or before the end of the time period referred to in clause 12.4.(a); and the Company wishes to prepare the room you occupied for a new resident to occupy it, then: the Company will have the right, but not the obligation, to clear from that Your Possessions that have not been collected, pack them up and make arrangements for their storage and insurance until either they are collected or, in accordance with clause 12.7., they are sold or otherwise disposed of, and, if the Company exercises its rights under clause 12.5.(c), then: the Company shall be entitled to: make arrangements for off-site storage of Your Possessions until either Your Possessions are collected by or on your behalf or, in accordance with clause 12.7. they are sold or otherwise disposed of; and charge you, and you shall pay to the Company, packing, removal, storage, insurance and cancellation incurred by the Company referred to in clause 12.6.. If, in accordance with clause 12.5.(c), the Company makes arrangements for packing, removal, off-site storage and insurance of Your Possessions, then the Company shall have the right to charge you for costs equal to what the Company is charged by third parties for: packing, removal, off-site storage and insurance of Your Possessions that have not been collected until either: they are collected by or on behalf of you; or in accordance with clause 12.7., they are sold or otherwise disposed of; and any cancellation charges that the Company incurs as described in clause 12.4.(d)(ii), and you shall pay such packing, removal, off-site storage, and insurance and cancellation charges to the Company. If Your Possessions are not all collected by or on behalf of you within the period of 28 days after the date end of termination the time period for collection referred to in clause 12.4.(a), then the Company shall have the right to notify you that: if Your Possessions are not collected by or expiryon behalf of you within the period of 7 days after this further notification, except then the Company will have the right, but not the obligation: to sell, as required agent for you, any of Your Possessions that have not been collected by applicable lawor on behalf of you, where the Company is reasonably likely to obtain payment of a reasonable price from the sale of such personal possessions that would be reasonably likely to exceed the Company’s reasonable expenses of arranging their sale; and to dispose of any of Your Possessions that have not been collected by or on behalf of you, without receiving any payment for them, where the Company is not reasonably likely to obtain payment of a reasonable price from selling such personal possessions that would be reasonably likely to exceed the Company’s reasonable expenses of arranging their sale. If the Company does sell any of Your Possessions in accordance with clause 12.7.(b), then within 30 days after such sale, the Company shall pay to you the price received from such sale LESS: the Recipient shall stop using Company’s reasonable expenses of carrying out such sale and the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control Company shall be returned entitled to keep the sum deducted for its reasonable expenses; and any sums due to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesCompany from you.

Appears in 1 contract

Sources: Resident's Agreement

Consequences of Termination. Upon 13.5.1 In the event of termination of a Beneficiary Receiving IHI JU Funding, such Beneficiary shall be entitled to receive IHI JU funding only in relation to Eligible Costs incurred before termination. For the avoidance of doubt, where the IHI JU shall refuse to accept any cost claimed by a departing Beneficiary Receiving IHI JU Funding, that departing Beneficiary shall have no right to recover the same from any (other) Beneficiary or from any IHI JU funding held or which may be received. 13.5.2 A departing Beneficiary shall, notwithstanding termination as aforesaid, remain bound to provide to the Project Leader and the Coordinator, for onward transmission to the IHI JU, within forty-five (45) Days of such termination, those reports and Deliverables contemplated up to the date of termination or expiry which, under the Grant Agreement, such departing Beneficiary would have been obliged to deliver had such termination coincided with the end of a reporting period. 13.5.3 Where, as a result of any delay on the part of a departing Beneficiary in implementing the obligation included in Clause 13.5.2 of this Consortium Agreement for (or any reason whatsoever: all Referrals Beneficiary in the event that the Grant Agreement shall terminate; be terminated in its entirety), the Referrer will be entitled IHI JU shall decide to invoice all Commission incurred but not yet billed withhold IHI JU financial contribution, or to demand repayment of any IHI JU financial contribution which has been paid, such departing Beneficiary Receiving IHI JU Funding shall indemnify the other Beneficiaries in relation to the Referrals before the date respect of termination or expiryany such amount, and shall, within thirty (30) Days of a written request therefore from the Company Coordinator, settle any such indebtedness. For the avoidance of doubt, such indemnification obligation shall pay survive such undisputed invoices; any provision that expressly or implicitly continues after termination, but shall never exceed the expiration or departing Beneficiary’s Action Share. 13.5.4 Where the departing Beneficiary is the Coordinator, the termination of this Consortium Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice with respect to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before such departing Beneficiary shall not take effect until the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared replacement Coordinator has been approved by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesIHI JU.

Appears in 1 contract

Sources: Consortium Agreement

Consequences of Termination. (a) Upon expiration or termination of this Agreement with respect to each Supplied Product, the Supplier shall manufacture and ship, and the Recipient shall purchase from the Supplier, all quantities of such Supplied Products for which Purchase Orders have been placed through the date of such expiration or termination or expiry of this Agreement with respect to such Supplied Products (provided that such Supplied Products do not have any Defects) (the “Remaining Supplied Products”). For clarity, acceptance by the Supplier of Purchase Orders for, or the sale of, such Supplied Products after delivery of a termination notice or expiration or termination of this Agreement with respect to such Supplied Products shall not be construed as a renewal or extension of this Agreement or any other Transaction Document or as a waiver of termination thereof. Termination or expiration of this Agreement, in part or in its entirety, for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled without prejudice to invoice all Commission incurred but not yet billed in relation any rights which shall have accrued to the Referrals before the date benefit of either Party prior to such termination or expiryexpiration. If this Agreement expires pursuant to Section 14.1, and the Company Supplier shall pay such undisputed invoices; any provision that expressly or implicitly continues after have ninety (90) days to sell off the Remaining Supplied Products in the Territory. (b) Upon the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseAgreement, without prejudice to any rights, obligations, claims (including claims for damages for breach)the Receiving Party shall, and liabilities shall instruct any Affiliate or Third-Party service provider who is in possession of Confidential Information to, return to the Disclosing Party or destroy all of such Confidential Information (at the election of the Disclosing Party) and, if requested in writing by the Disclosing Party, certify in writing that have accrued before any destruction requested by the date Disclosing Party has taken place. Notwithstanding the foregoing, the Receiving Party may retain a copy of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as Confidential Information to the extent required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including Law and may also retain copies and extracts), along with of any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all computer records and documents (in any format) created by or for it that use, relate to, or are based on files containing any Confidential Information that have been created pursuant to automatic archiving and back-up procedures; provided that the Receiving Party shall maintain the confidentiality of each of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesforegoing.

Appears in 1 contract

Sources: Supply Agreement (Biocryst Pharmaceuticals Inc)

Consequences of Termination. Upon 1. In the date event of termination or the Lessee not exercising its option to renew this Deed in accordance with Clause (II) upon expiry of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation to Initial Term or upon the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or prior termination of this Agreement will remain Deed (subject to fulfillment of terms of Lock-in effect; Period): i. then, on the Lessor refunding the IFRSD to the Lessee, after deducting its dues (as permissible under terms of this Deed), the Lessee shall handover simultaneously to the Lessor quiet, vacant and peaceful possession of the Demised Premises, along with all other rights the Facilities & Amenities (subject to normal wear and obligations will immediately ceasetear) as per the list of Assets (Annexure-I) without any demur or protest: ii. then, in the event of the Lessor failing and/ or neglecting to refund to the Lessee the balance IFRSD, on or before the expiry or prior termination of this Deed, without prejudice to its all the other rights and contentions as permissible under the Law: a. the Lessor shall be liable to pay interest on the amount of the balance IFRSD or such amount/s so remaining unpaid at the rate of 15% (Fifteen) per annum and the Lessee shall also be entitled to use and occupy the Demised Premises either itself or through its nominee without paying any rightsRent including Common Maintenance Charges for the same until the receipt of the balance IFSD with interest thereon as aforesaid: iii. Upon the prior termination/ expiry of this Deed, obligations, claims (including claims for damages for breach), and liabilities that the Lessee shall have accrued before the date of termination right to remove the technology related equipment/ furniture or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared items installed by the Discloser, in the Recipient’s possession or control shall be returned Lessee at its own cost without causing any damage to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information fit outs / structure of the Discloser. Notwithstanding Demised Premises, under consultation with the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain Lessor subject to normal wear and tear on the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesremoval of such assets.

Appears in 1 contract

Sources: Lease Deed (Nw18 HSN Holdings PLC)

Consequences of Termination. 11.1 Upon termination of this Agreement : (a) Longport shall be entitled, but not obliged, to repurchase from USMS all or part of any order of the Scanner then held by USMS for a price equal to the lower of cost or net realizable value provided that : (i) Longport shall be responsible for arranging and for the cost of, transport and insurance; and (ii) USMS may sell the Scanner for which it has accepted orders from customers prior to the date of termination or expiry in respect of this Agreement for any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled which Longport does not, by written notice given to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days USMS within 10 Business Days after the date of termination exercise its right of repurchase and for those purposes and to that extent the provisions of this Agreement shall continue in full force and effect; (b) USMS shall, at its own expense, within 30 Business Days send to Longport any advertising, promotional or expirysales material relating to the Scanner (and all copies thereof) then in the possession of USMS; (c) outstanding unpaid invoices rendered by Longport in respect to the Scanner shall become immediately payable by USMS and invoices in respect to the Scanner ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of an invoice; (d) USMS shall cease to promote, except as required by applicable law: market or advertise the Recipient shall stop using Scanner or to make any use of the Discloser’s Confidential Information; all Confidential Restricted Information (including copies as defined in Condition 21 of the Terms and extracts)Conditions) other than for the purpose of selling all or part of any consignment of the Scanner in respect of which Longport does not exercise its right of repurchase; (e) USMS shall have no claim against Longport for compensation for loss of distribution rights, along with loss of goodwill or any similar loss; and (f) subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination neither party shall have any further obligation to the other under this Agreement. 11.2 Termination of this Agreement shall be without prejudice to any right or remedy which either Longport or USMS may have against the other in respect of the breach concerned or any other property or materials shared by the Discloser, in the Recipient’s possession or control breach. 11.3 Termination of this Agreement shall be returned without prejudice to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required obligations expressed to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesnotwithstanding any such termination.

Appears in 1 contract

Sources: Confidentiality Agreement (Us Medsys Corp)

Consequences of Termination. 19.1 The Registrar’s accreditation is automatically terminated on the termination of this Agreement. 19.2 Upon the expiry or termination of this Agreement: (a) the Registrar shall immediately cease to use of the Web Registrar Logo and all other Intellectual Property Rights of HKIRC and shall remove all references to itself as a HKIRC-Accredited Registrar and to HKIRC; (b) the Registrar shall cease to hold itself out as a registrar of HKIRC; (c) HKIRC shall post notice of such termination on its web site and may, if it deems appropriate, give notice to the Registrants for whom the Registrar maintains any Domain Name registration of such suspension, termination or expiry, as the case may be; (d) the Registrar shall immediately give notice to Registrants for whom the Registrar maintains any Domain Name registration of such expiration or termination, as the case may be; (e) the Registrar shall take all actions necessary to preserve the rights of its Registrants; (f) the Registrar shall expeditiously and in any case, prior to the effective date of termination unless HKIRC consents otherwise, provide all information and assistance necessary to ensure a timely transfer of each of its Registrant’s Domain Names to another HKIRC-Accredited registrar, and comply in all respects with the procedure prescribed in the Registration Policies for such transfers. The Registrar shall bear any and all costs relating to such transfers or the compliance with such directions of HKIRC; (g) the Registrar shall forthwith pay any outstanding amounts accrued and due to HKIRC under this Agreement; (h) HKIRC retains the rights it had against the Registrar in respect of any past breach or accrued right prior to the termination or expiration of this Agreement; (i) HKIRC shall be entitled to retain all Fees paid by the Registrar to HKIRC pursuant to this Agreement; (j) the Registrar shall at the Registrar’s own cost and expense, forthwith deliver to HKIRC everything in the Registrar’s possession or control, including, without limitation, all stationery and other materials referring in any way to its status as a registrar of HKIRC or related to HKIRC; (k) the Registrar shall relinquish possession of and deliver to HKIRC all copies of all material of every nature and character which has been received by the Registrar from HKIRC, including in compliance with clause 16.2 and the documents and forms received for the registration of Domain Names; and (l) the Registrar shall do all such acts and things and execute such documents as HKIRC shall require in connection with the Registrar’s cessation of use of the Web Registrar Logo or any translation, adaptation, modification or transliteration thereof or other Intellectual Property Rights, protected materials, or access to Registry Server, data, information or documents of HKIRC. 19.3 Upon the expiry or termination of this Agreement for any reason whatsoever: all Referrals , HKIRC may disable any passwords or other security measures that permit the Registrar to establish a connection to its Registry Server or system; cease to accept from the Registrar or process any transaction requested by the Registrar, including any applications for registration of a Domain Name or any of the Registrar Services, and/or may, in emergency situations, and at the Registrar’s cost, take over the Registrar’s administration thereof. 19.4 Termination of this Agreement shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation without prejudice to the Referrals before rights and remedies already accrued to the date of termination or expiryParties under this Agreement. 19.5 Clauses 14, 15, 16, 17, 19, 30, 31, 32 and the Company 33 shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or survive termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesAgreement.

Appears in 1 contract

Sources: Registrar Agreement

Consequences of Termination. Upon 4.1 Alvotech shall within [***] after the date of termination or expiry of this Agreement for any reason whatsoever: all Referrals Termination Date repay to Stada the Denosumab Paid Consideration. 4.2 Each Party (“Receiving Party”) shall terminate; as soon as reasonably possible within [***] following the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Termination Date, return to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination of this Agreement will remain in effect; and all other rights and obligations will immediately ceaseParty (“Disclosing Party”), without prejudice to retaining any rightscopy, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned provided to the Discloser or, at the Discloser’s request, destroyed Receiving Party or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created its Affiliates by or for it that use, relate to, or are based on any Confidential Information behalf of the DiscloserDisclosing Party in connection with the Denosumab Agreement, except for copies which are required to be retained subject to law. Notwithstanding the aboveforegoing, neither the Discloser acknowledges Receiving Party nor its Affiliates shall be required to destroy any archival electronic information, i.e. electronic/digital records and/or files created pursuant to automatic electronic archiving or back-up procedures, information included in minutes of the board of directors and committees thereof, and/or information/documents which must otherwise be retained as a requirement of law and/or internationally accepted accounting rules, provided that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used confidentiality and non-use restrictions set forth in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will Denosumab Agreement shall continue to apply to any such retained Confidential Information information. 4.3 Any and recordsall rights, title and/or interest in respect of the Denosumab Product (with regard to the Product IP Owned Rights and/or the Created Product IP Rights) which may only be used became jointly owned as a result of Article 2 of the Denosumab Agreement, however, for these specified purposesclarity, excluding any trademarks of Stada and/or any of its Affiliates, shall, as between Stada and Alvotech, fully revert back to the entire and sole ownership alone by Alvotech and/or its Affiliates, as applicable, and Stada shall retain no interest whatsoever in the same. 4.4 Stada will, at Alvotech’s reasonable request, cooperate with Alvotech and its representatives to enter into any assignment and/or other documents reasonably required for the purpose of effectuating reversion of the joint ownership rights to Alvotech and/or its Affiliates pursuant to Clause 4.3. Alvotech shall reimburse to Stada all reasonable costs incurred as a result of any request to Stada by Alvotech under this Clause 4.4. 4.5 Stada shall and shall procure that its Affiliates (as applicable), (a) hereby assigns to Alvotech, all of Stada’s right, title, and interest in and to all Product IP Owned Rights and Created Product IP Rights in respect of the Denosumab Product, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates and (b) hereby grants to Alvotech, a non-exclusive, royalty-free, fully-paid up and sublicensable right (through multiple tiers), to freely exploit any other IP Rights owned by Stada or its Affiliates relating to the Denosumab Product solely to the extent necessary for the manufacture, marketing, use and sale of the Product in the Territory in a form substantially similar to the commercialisation as performed or envisaged by Stada, and agrees to introduce Alvotech and its designees with the aim to obtain any such licenses from any sublicenses or subcontractors of Stada or its Affiliates to the extent necessary for the manufacture, marketing, use, or sale of the Denosumab Product in the Territory. Such license granted under this Clause 4.5 shall exclude rights to any trademarks, trade dress of use of the company names of Stada or its Affiliates. 4.6 Stada shall have no further rights or licences under the Denosumab Agreement or any IP Rights under the Denosumab Agreement, including any Created Product IP Rights, Owned Created IP Rights, Product IP Licensed Rights, and Manufacturing Product ex-Territory IP Rights, however, for clarity, excluding any trademarks of Stada and/or any of its Affiliates. 4.7 Alvotech and ▇▇▇▇▇ each accept and agree that neither Party has any claims for any payments of otherwise, and will not make any such claims, against the other Party (and/or its Affiliates) under or pursuant to the Denosumab Agreement. 4.8 Notwithstanding anything to the contrary, nothing in this Termination Agreement prevents either Party from enforcing its rights under this Termination Agreement.

Appears in 1 contract

Sources: Termination Agreement (Alvotech)

Consequences of Termination. Upon If this Agreement or a Scope of Work is terminated or expires for any reason, unless otherwise instructed by SCI, the Service Provider shall: co-operate with SCI including but not limited to providing assistance to SCI to close any relevant accounts and/or mobile wallets and cancel any associated debit, pre-paid or smart cards and comply with its obligations in any applicable exit plan; when requested by SCI or as agreed in a Scope of Work, return all relevant and remaining Beneficiary Funds which have not been transferred to Beneficiaries and/or which have been transferred but remain unspent in the Beneficiary’s account and/or wallet, including any accrued interest to SCI’s bank account, to be designated by SCI; immediately repay to SCI any Charges which were paid in advance in respect of Services not yet provided by the Service Provider on the date of termination or expiry of this Agreement for any reason whatsoeveror which, following final reconciliation which shall take place within 30 days of expiry/termination, are otherwise owed to SCI; at the choice of SCI: (a) transfer all Referrals shall terminateof the Beneficiary Personal Data to SCI; or (b) delete all of the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation Beneficiary Personal Data unless retention of a copy of the data is required under law applicable to the Referrals before Service Provider; in respect of data which is not Beneficiary Personal Data, transfer to SCI all final data records (encrypted and in CSV format, or as otherwise agreed with SCI) within sixty (60) days of the date termination and/or expiry and notify SCI prior to deleting any records (subject to the Service Provider’s regulatory record-keeping period), unless otherwise agreed by SCI. Termination of termination or expiryAgreement and/or any Scope of Work shall not affect: Clauses 11 (Audit, Record Keeping, Access to Information and Reporting), 12 (Data Protection), 13 (Liabilities and Indemnities), 15 (Confidential Information), 19 (Dispute Resolution) and 33 (Governing Law) which shall survive the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or expiry and/or termination of this Agreement will remain in effectand/or any Scope of Work; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), liabilities or remedies arising under the Agreement and/or any Scope of Work prior to such termination; and liabilities that have accrued before the date in respect of termination or expiry. Within twenty (20) calendar days after and/or expiry of the date Agreement, the Service Provider’s obligations under Clause 16.4; and in respect of termination or expiryand/or expiry of any Scope of Work, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property Scope of Work or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesAgreement.

Appears in 1 contract

Sources: Cash and Voucher Framework Agreement

Consequences of Termination. 16.1 Upon termination of this Agreement, GW agrees to pay NATEX for: (a) the date Equipment which have been supplied by NATEX and accepted by GW in accordance with this Agreement prior to the termination of this Agreement; and (b) the Services which have been completed by NATEX in accordance with this Agreement prior to termination of this Agreement. 16.2 Immediately following termination of this Agreement: (a) NATEX shall comply with its obligations under any agreed exit plan; and (b) all Deliverables and Information (whether stored electronically or expiry otherwise) relating in whole or in part to the Services or the Equipment, shall be delivered by NATEX to GW provided that NATEX shall be entitled to keep copies to the extent: (i) the content does not relate solely to this Agreement; (ii) NATEX is required by applicable law or guidance to keep copies; or (iii) NATEX was in possession of such data, documents and records prior to the Commencement Date; and (c) at the Disclosing Party’s option, return or destroy (or permanently delete in the case of Confidential Information held electronically) all Confidential Information in the possession or control of the Receiving Party except for information which must be maintained as a requirement of law or regulation or to the extent reasonable to permit the Receiving Party to evidence it has performed its obligations under this Agreement, provided, in each case, the confidentiality and non-use restrictions set out in clause 11.1 of this Agreement shall continue to apply to such Confidential Information except the Receiving Party shall not make any further use or disclosure of the Disclosing Party’s Confidential Information. 16.3 The termination of this Agreement for whatever reason shall not affect any reason whatsoever: all Referrals shall terminate; the Referrer will be entitled rights or obligations of either Party which accrued prior to invoice all Commission incurred but not yet billed in relation to the Referrals before the date of termination or expiry, and the Company shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or termination. 16.4 The termination of this Agreement will shall not affect any obligations which expressly or by implication are intended to come into or continue in force on or after such termination including clause 11 which shall remain in effect; full force and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein effect for as long as it is retained. Section 8 will continue to apply to retained any Confidential Information and records, which may only be used for these specified purposesremains confidential.

Appears in 1 contract

Sources: Purchase Agreement (Gw Pharmaceuticals PLC)

Consequences of Termination. 19.1 The Registrar’s accreditation is automatically terminated on the termination of this Agreement. 19.2 Upon the expiry or termination of this Agreement: (a) the Registrar shall immediately cease use of the Web Registrar Logo and all other Intellectual Property Rights of HKIRC and shall remove all references to itself as a HKIRC-Accredited Registrar and to HKIRC; (b) the Registrar shall cease to hold itself out as a registrar of HKIRC; (c) HKIRC shall post notice of such termination on its web site and may, if it deems appropriate, give notice to the Registrants for whom the Registrar maintains any Domain Name registration of such suspension, termination or expiry, as the case may be; (d) the Registrar shall immediately give notice to Registrants for whom the Registrar maintains any Domain Name registration of such expiration or termination, as the case may be; (e) the Registrar shall take all actions necessary to preserve the rights of its Registrants; (f) the Registrar shall expeditiously and in any case, prior to the effective date of termination unless HKIRC consents otherwise, provide all information and assistance necessary to ensure a timely transfer of each of its Registrant’s Domain Names to another HKIRC-Accredited registrar, and comply in all respects with the procedure prescribed in the Registration Policies for such transfers. The Registrar shall bear any and all costs relating to such transfers or the compliance with such directions of HKIRC; (g) the Registrar shall forthwith pay any outstanding amounts accrued and due to HKIRC under this Agreement; (h) HKIRC retains the rights it had against the Registrar in respect of any past breach or accrued right prior to the termination or expiration of this Agreement; (i) HKIRC shall be entitled to retain all Fees paid by the Registrar to HKIRC pursuant to this Agreement; (j) the Registrar shall at the Registrar’s own cost and expense, forthwith deliver to HKIRC everything in the Registrar’s possession or control, including, without limitation, all stationery and other materials referring in any way; (k) the Registrar shall relinquish possession of and deliver to HKIRC all copies of all material of every nature and character which has been received by the Registrar from HKIRC, including in compliance with clause 16.2 and the documents and forms received for the registration of Domain Names; and (l) the Registrar shall do all such acts and things and execute such documents as HKIRC shall require in connection with the Registrar’s cessation of use of the Web Registrar Logo or any translation, adaptation, modification or transliteration thereof or other Intellectual Property Rights, protected materials, or access to Registry Server, data, information or documents of HKIRC. 19.3 Upon the expiry or termination of this Agreement for any reason whatsoever: all Referrals , HKIRC may disable any passwords or other security measures that permit the Registrar to establish a connection to its Registry Server or system; cease to accept from the Registrar or process any transaction requested by the Registrar, including any applications for registration of a Domain Name or any of the Registrar Services, and/or may, in emergency situations, and at the Registrar’s cost, take over the Registrar’s administration thereof. 19.4 Termination of this Agreement shall terminate; the Referrer will be entitled to invoice all Commission incurred but not yet billed in relation without prejudice to the Referrals before rights and remedies already accrued to the date of termination or expiryParties under this Agreement. 19.5 Clauses 14, 15, 16, 17, 19, 30, 31 and the Company 32 shall pay such undisputed invoices; any provision that expressly or implicitly continues after the expiration or survive termination of this Agreement will remain in effect; and all other rights and obligations will immediately cease, without prejudice to any rights, obligations, claims (including claims for damages for breach), and liabilities that have accrued before the date of termination or expiry. Within twenty (20) calendar days after the date of termination or expiry, except as required by applicable law: the Recipient shall stop using the Discloser’s Confidential Information; all Confidential Information (including copies and extracts), along with any other property or materials shared by the Discloser, in the Recipient’s possession or control shall be returned to the Discloser or, at the Discloser’s request, destroyed or rendered unreadable; and the Recipient shall destroy or permanently erase (if technically feasible without incurring excessive expense or undue effort) all records and documents (in any format) created by or for it that use, relate to, or are based on any Confidential Information of the Discloser. Notwithstanding the above, the Discloser acknowledges that the Recipient may retain Confidential Information and/or records required to comply with any applicable law, regulatory authority, internal procedure, or for insurance, accounting, or tax purposes. Confidential Information retained for these reasons shall not be used in the ordinary course of business or for any commercial purpose, must be stored in an encrypted, non-production environment, and will remain subject to the confidentiality obligations herein for as long as it is retained. Section 8 will continue to apply to retained Confidential Information and records, which may only be used for these specified purposesAgreement.

Appears in 1 contract

Sources: Registrar Agreement