Effect of Expiration and Termination Clause Samples

Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. MN and its sublicensees shall have the right to sell or otherwise dispose of the stock of any Compound and Licensed Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 4, 5 and 6. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 7 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 7.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. In the event of termination of this Agreement in its entirety or for any country in the MN Territory by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3, MN shall, if requested to do so in writing by KR, grant a license to KR or its designee under the MN Intellectual Property Rights, all INDs, NDAs and other existing Regulatory Approval obtained by MN in the MN Territory or in the terminated countries of the MN Territory, as applicable, to make, have made, use and sell Compound and Licensed Product for the MS Indication on commercially reasonable terms to be negotiated in good faith between the Parties. In the event of termination of this Agreement in its entirety by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3 prior to the completion of a Phase 2 clinical trial on Licensed Product, the foregoing license from MN to KR shall be royalty-free. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise.

Effect of Expiration and Termination. 15.7.1. Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, with not affect any: (i) obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, and (ii) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions of Articles 10, 11, 12, 16 and 22, and Sections 8.2, 8.3 and 15.7, which shall survive the expiration or termination of the Agreement. Notwithstanding the foregoing, all licenses granted by SGI to EOS hereunder, including all Exclusive Licenses, will immediately terminate upon termination of this Agreement pursuant to Section 15.2 or Section 15.4 or Section 15.5. 15.7.2. Upon the expiration of the Royalty Term for each Exclusive Antigen pursuant to ▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇ shall grant EOS a royalty-free, perpetual, worldwide, license to use the SGI Technology for that Exclusive Antigen.

Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing on or prior to such expiration or termination. LICENSEE and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 5, 6 and 7. In addition to any other provisions of this Agreement which shall by their terms continue after the expiration of this Agreement, the provisions of Article 8 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 8.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise.

Effect of Expiration and Termination. Except to the extent otherwise provided in this Agreement, upon expiration or termination of this Agreement, all rights and licenses granted hereunder shall terminate. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of this Section 8.3, the provisions of Sections 2.2 (excluding Sections 2.2.1 and 2.2.2), 5.2 and 8.2.1 and Articles 6, 7, 9 and 10 shall survive the expiration or termination of this Agreement, provided, however, that in the case of a termination prior to expiration of this Agreement, Sections 2.2.3, 2.2.4, 2.2.5 and 2.2.6 shall survive such termination solely in respect of the right of the party entitled to declare a termination to purchase Preferred Access Products of the other party.

Effect of Expiration and Termination. The expiration or earlier termination of this Agreement shall not relieve either Party from any obligation, whether for the payment of money or otherwise, that arose or arises from acts or omissions that occurred prior to such expiration or termination, and the Parties’ rights and remedies shall not be limited or restricted on account of such expiration or termination.

Effect of Expiration and Termination. 14.7.1. Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, with not affect any: (i) obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration, and (ii) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions of Articles 9, 10, 11, 12, 16 and 21, and Sections 6.2, 7.2, 7.3 and 14.7, which shall survive the expiration or termination of the Agreement. Notwithstanding the foregoing, all licenses granted by XCYTE to FRESENIUS hereunder, including all Exclusive Licenses, will immediately terminate upon termination of this Agreement pursuant to Sections 14.2, 14.3, 14.4 or 14.5.

Effect of Expiration and Termination. Subject to Article 10, expiration or termination of this Agreement shall terminate all rights granted hereunder but shall not relieve the parties of any obligation accruing prior to such expiration or termination (including, but not to, the Buyer payments to Baxter).

Effect of Expiration and Termination. Any termination under Section 13.3.1 shall operate to terminate this Agreement and any then current License and Support Subscriptions and Professional Services orders. Any termination under Section 13.3.2 of a License and Support Subscription or Professional Services order shall operate only upon such subscription or order, and shall have no effect on this Agreement or other subscriptions or orders then in effect. Sections 3, 5.2-5.4, 7, 9.5-9.7, 12, 13.4, and 14- 18 shall survive any termination or expiration of this Agreement or the applicable License and Support Subscription and/or Professional Services order. All other rights and obligations shall be of no further force or effect.

Effect of Expiration and Termination. 10.4.1 The termination or expiration of this Agreement shall not affect the rights and obligations of the Parties accruing prior to such termination or expiration nor preclude either Party from pursuing all rights and remedies it may have hereunder or under Applicable Law with respect to any breach of this Agreement. 10.4.2 Upon termination or expiration of this Agreement for any reason, save as expressly provided herein, all rights and obligations of the Parties and all licenses granted hereunder (and all sublicenses granted to such licenses by a Party hereunder) will immediately cease and terminate; provided that if a termination is not for this Agreement in its entirety, then the scope of such termination shall be limited to the particular Combination Product terminated. 10.4.3 In the event of termination or expiration of this Agreement, the Parties shall promptly return to one another or destroy all Confidential Information of the other Party and all copies and embodiments thereof (except that the Receiving Party shall have the right to retain one copy in its confidential files for record keeping purposes, provided, however, retention of electronic copies of Confidential Information maintained pursuant to regular electronic data archiving and record retention policies and practices that apply to its own general electronic files and information shall not be deemed to be a violation of this Agreement so long as such electronic files are (a) maintained only on centralized storage servers (and not on personal computers or devices), (b) not accessible by any of its personnel (other than its information technology specialists), and (c) are not otherwise accessed subsequently except with the written consent of the disclosing Party or as required by law or legal process) and other materials created under this Agreement that are in a Party’s or its Affiliates’ or Subcontractors’ possession or control in respect of the Combination Products. 10.4.4 Subject to Section 10.4.2 above, in the event that this Agreement is terminated, each Party in possession of Proprietary Compound of the other Party shall, at such other Party’s sole discretion, promptly either return or destroy all such Proprietary Compound pursuant to the other Party’s instructions. If the other Party requests that the Party in possession of such other Party’s Proprietary Compound destroys the Proprietary Compound, the Party in possession of such other Party’s Compound shall provide written certifica...