Effect of Expiration or Termination. (a) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement and were incurred by the Parties prior to such expiration or earlier termination. (b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis. (c) Upon the expiration or earlier termination of this Agreement, Buyer shall: (i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; (ii) permanently erase all of Seller’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify in writing to Seller that it has complied with the requirements of this clause. (d) Subject to Section 6.4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise. (e) Upon the occurrence of a Seller Bankruptcy Event: (i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”); (ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and (iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 2 contracts
Sources: Supply Agreement (Vitro Biopharma, Inc.), Supply Agreement (Vitro Biopharma, Inc.)
Effect of Expiration or Termination. (a) 12.6.1 Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement for any reason shall be without prejudice to:
(a) Each Party’s right to receive all payments due and were incurred by payable from the Parties prior other Party as of the effective date of such termination, if any, pursuant to such expiration or earlier termination.the terms of this Agreement;
(b) Any notice EVL’s right to sell, at its option but subject to the Commercial Launch, the Product remaining in its inventory at the time of termination under (in which event, Net Profits on such sales shall continue to be shared as set forth above in Section 6.1.1) for up to twelve (12) months following the time of termination (and any remaining unsold inventory shall be destroyed by EVL or its Affiliates) provided that Catalyst or its assigns may elect to purchase from EVL the saleable inventory of the Product at EVL’s Acquisition Cost; and
(c) any other legal, equitable, or administrative remedies as to which either Party is or may become entitled.
12.6.2 In the event that this Agreement is terminated by Catalyst pursuant to Section 12.4 or EVL pursuant to Section 12.5(a) or Section 12.5(b), such termination shall automatically operates as a cancellation result in an offer by EVL to transfer its right, title, interest, ownership and control of the [***] and any and all other assets owned by EVL or its Affiliates related solely to the Product (other than assets that bear EVL’s or any of its Affiliate’s name or logo) to Catalyst or its designee free and clear of any deliveries of Products to Buyer that are scheduled to be made subsequent to adverse claims, liens or payment obligations; and Catalyst or its designee shall have the effective date of terminationright, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in at its sole discretion, that all sales and deliveries to accept such offer by delivering written notice thereof within twenty (20) Business Days following the date of such Products be made on either a cash-only or certified-check basis.
(c) Upon notice. In the expiration or earlier termination event of this Agreementsuch acceptance, Buyer shall: (i) return Catalyst shall, subject to Seller orSection 12.7 (as applicable), (x) in the event Catalyst elects to continue the Commercialization (at its sole discretion), be responsible for, at Seller’s optionits own expense, destroy all documents activities in connection with such Commercialization, as well as any Liabilities deriving therefrom, including the obligation to defend, indemnify and tangible materials hold harmless each EVL Indemnitee from any Liabilities asserted against EVL for such Commercialization by Catalyst or its designated Affiliate, and (and any copiesy) containing, reflecting, incorporating, make a payment to EVL in an amount equal to [***] Dollars ($[***]) within five (5) days of completion of [***] from EVL or based on Seller’s Confidential Informationits Affiliate to Catalyst or its designee; (ii) permanently erase all of Seller’s Confidential Information from EVL shall have no further obligation to indemnify a Catalyst Indemnitee pursuant to Section 10.2 for events occurring after the aforementioned [***] pursuant to this Section 12.6.2 except such indemnification obligations shall remain for Product sold by EVL, its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup filesAffiliates or sublicensees; and (iii) certify the license granted by Catalyst to EVL pursuant to Section 2.1.1 shall terminate. Each Party shall reasonably cooperate with each other in writing connection herewith, including (i) negotiating in good faith appropriate documentation addressing the provisions in this Section 12.6.2, (ii) filing a transfer of ownership letters as required by 21 CFR § 314.72, in forms mutually agreed between Catalyst and EVL, to Seller that it has complied with effectuate the requirements [***] from EVL or its Affiliate to Catalyst or its designee, and (iii) using commercially reasonable efforts to complete the [***] from EVL or its Affiliate to Catalyst or its designee as soon as practicable, but in any event within forty-five (45) days of Catalyst’s acceptance of EVL’s offer pursuant to this clauseSection 12.6.2.
(d) Subject 12.6.3 In the event that the Agreement is terminated by Catalyst pursuant to Section 6.4(a12.2, Section 12.3 or Section 12.5(c), (i) EVL shall, for no additional consideration, transfer its right, title, interest, ownership and control of the Party terminating this Agreement[***] and any and all other assets owned by EVL or its Affiliates related solely to the Product (other than assets that bear EVL’s or any of its Affiliate’s name or logo) to Catalyst or its designee, or (ii) in the case event Catalyst elects to continue the Commercialization (at its sole discretion), Catalyst shall, subject to Section 12.7 (as applicable), be responsible for, at its own expense, all activities in connection with such Commercialization, as well as any Liabilities deriving therefrom, including the obligation to defend, indemnify and hold harmless each EVL Indemnitee from any Liabilities asserted against EVL for such Commercialization by Catalyst or its designated Affiliate, (iii) EVL shall have no further obligation to indemnify a Catalyst Indemnitee pursuant to Section 10.2 for events occurring after the aforementioned [***] pursuant to this Section 12.6.3, except such indemnification obligations shall remain for Product sold by EVL, its Affiliates or sublicensees; and (iv) the license granted by Catalyst to EVL pursuant to Section 2.1.1 shall terminate. Each Party shall reasonably cooperate with each other in connection herewith, including (i) negotiating in good faith appropriate documentation addressing the provisions in this Section 12.6.3, (ii) filing a transfer of ownership letters as required by 21 CFR § 314.72, in forms mutually agreed between Catalyst and EVL, to effectuate the expiration [***] from EVL or its Affiliate to Catalyst or its designee, and (iii) using commercially reasonable efforts to complete the [***] a from EVL or its Affiliate to Catalyst or its designee as soon as practicable, but in any event within forty-five (45) days of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier such termination of this Agreement. Termination .
12.6.4 In the event that the Term of the Agreement expires, or EVL wishes to terminate this Agreement will not constitute a waiver of any pursuant to Section 12.2 or Section 12.3, then (i) EVL shall retain its right, title, interest, ownership and/or control of the terminating Party’s [***], and (ii) the license granted by Catalyst to EVL pursuant to Section 2.1.1 shall continue in full force and effect.
12.6.5 All licenses and rights to licenses granted under or remedies/either Party’s rightspursuant to this Agreement are, remedies or defenses and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Code. EVL, as the licensee of such rights under this Agreement, at lawshall retain and may fully exercise all of its rights and elections under the Code, in equity or otherwise.
(e) Upon the occurrence and upon commencement of a Seller Bankruptcy Event:
bankruptcy proceeding by or against Catalyst under the Code, shall be entitled to a complete duplicate of, or complete access to (as EVL deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to EVL (i) Seller shall grant upon any such commencement of a bankruptcy proceeding upon written request therefor by EVL, unless Catalyst elects to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder continue to perform all of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
its obligations under this Agreement or (ii) except as expressly provided in Section 6.4(e)(iif not delivered under (i) above, nothing in upon the rejection of this Agreement is intended to confer, by implication, estoppel, or otherwiseon behalf of Catalyst, upon Buyer a license written request therefor by EVL, and each Party hereby acknowledges and agrees that the foregoing shall serve as its consent to such transfer of the intellectual property and all embodiments thereof. The foregoing provisions of this Section 12.6.4 are without prejudice to any rights EVL may have arising under the Code or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive Licenseother Applicable Law.
Appears in 2 contracts
Sources: Development, License and Commercialization Agreement, Development, License and Commercialization Agreement (Catalyst Pharmaceuticals, Inc.)
Effect of Expiration or Termination. (a) Termination or Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive . Upon the expiration or earlier termination of this Agreement and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer shall: (i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; (ii) permanently erase all of Seller’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer following shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify in writing to Seller that it has complied with the requirements of this clause.
(d) Subject to Section 6.4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Eventapply:
(i) Seller All rights, licenses and privileges granted under this Agreement by Teva to Acorda shall grant automatically terminate and immediately revert to Buyer a royalty-freeTeva, non-exclusive, non-transferable, non-sublicensable license through subject only to the remainder survival provisions of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”)Section 12.5;
(ii) except Acorda shall promptly transfer to Teva originals and all copies of all Know-How, Patent Rights, as well as all Marketing Materials, Product Samples, and other materials in its possession or control that relate to the Compound or any Collaboration Product, and ownership in and to all INDs and all Regulatory Approvals (including NDAs) for all Collaboration Products;
(iii) Without waiving any rights or remedies that it has or that are granted to it by operation of law, each Party shall pay to the other Party all undisputed sums accrued that are due and owing under this Agreement;
(iv) The Parties shall comply with the provisions of Section 10.4 of this Agreement;
(v) Except as otherwise expressly provided in this Agreement, including Section 6.4(e)(i) above12.4, nothing in and subject to any rights or obligations that have accrued prior to expiration or termination, neither Party shall have any further obligation to the other Party under this Agreement is intended Agreement, nor shall any Party be entitled to confer, by implication, estoppel, receive any fees or otherwise, upon Buyer a license to other payments on account of such termination or rights in any Seller Intellectual Property or the Developmentsexpiration; and
(iiivi) In Acorda will cooperate and provide reasonable assistance to Teva, at Teva’s expense, to transition the event Seller is unable Detailing of the relevant Collaboration Product(s) currently being Detailed jointly by the Parties to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure a Detailing effort to grant such Non-Exclusive Licensebe borne solely by Teva.
Appears in 2 contracts
Sources: Collaboration Agreement (Acorda Therapeutics Inc), Collaboration Agreement (Acorda Therapeutics Inc)
Effect of Expiration or Termination. (a) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination Termination of this Agreement shall not effectuate a termination of Support Services or any Statement of Work then in effect and were incurred by not otherwise expressly terminated, and the Parties prior terms and conditions set forth herein shall continue in effect with respect to any such Support Services and Statements of Work until their expiration or earlier terminationtermination as set forth herein.
(b) Any notice of Upon any expiration or termination under this Agreement automatically operates as a cancellation of any deliveries Support Services or Statement of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With Work:
(i) Developer shall (A) with respect to any Products that are still in transit upon termination of this Agreementa Statement of Work, Seller may requirepromptly deliver to Customer all Work Product generated by Developer under such Statement of Work (whether complete or incomplete); (B) provide reasonable cooperation and assistance to Customer [upon Customer’s written request and at Customer’s expense ] in transitioning the Services to an alternate service provider; and (C) on a pro rata basis, repay all amounts, if any, paid in its sole discretion, advance for any Services or Work Product that all sales and deliveries of such Products be made on either a cash-only or certified-check basishave not been provided.
(cii) Upon All licenses granted to Developer in the expiration Customer Materials with respect to such Services or earlier termination Statement of this AgreementWork shall immediately and automatically also terminate, Buyer shall: and Developer shall promptly return to Customer all Customer Materials not required by Developer for continuing Support Services or Statements of Work hereunder, if any.
(iiii) Developer shall (A) return to Seller or, at Seller’s option, destroy Customer all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on SellerCustomer’s Confidential Information; (iiB) permanently erase all of SellerCustomer’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iiiC) certify in writing to Seller Customer that it has complied with the requirements of this clauseSection 14.4(b)(iii), in each case to the extent such materials are not required by Developer for continuing Support Services or Statements of Work hereunder, if any.
(c) If Customer terminates any Support Services or Statement of Work pursuant to Section 14.3(b), Customer shall be relieved of any obligation to pay any Fees thereunder[, and Developer shall promptly refund to Customer all Fees previously paid in respect thereof. In such event, Customer shall not retain any rights in or to the Deliverables thereunder (other than Customer Materials)].
(d) Subject to Except as set forth in Section 6.4(a14.4(c), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of if this Agreement terminates early Customer will not constitute a waiver remain obligated to pay Fees for all Services and Work Product received before the effective date of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwisesuch termination.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except [Except as expressly provided set forth in Section 6.4(e)(i) above14.4(c)[, nothing in no/No]] expiration or termination of this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or will affect Customer’s rights in any Seller Intellectual Property or of the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive LicenseDeliverables.
Appears in 2 contracts
Sources: Master Software Development Agreement (Mercurity Fintech Holding Inc.), Master Software Development Agreement (Mercurity Fintech Holding Inc.)
Effect of Expiration or Termination. (a) Upon the expiration or earlier termination of this Agreement, all indebtedness of Buyer to Seller under this Agreement, any other agreement or otherwise, of any kind, shall become immediately due and payable to Seller, without further notice to Buyer.
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(bc) Any notice Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products Goods had been accepted by Seller. With respect to any Products Goods that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products Goods be made on either a cash-only or certified-check basis.
(cd) Upon the expiration or earlier termination of this Agreement, Buyer shall: :
(i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s 's Confidential Information; ;
(ii) permanently erase all of Seller’s 's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) certify in writing to Seller that it has complied with the requirements of this clause.
(de) Subject to Section 6.4(a6.3(b), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s 's rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Manufacturing Supply Agreement
Effect of Expiration or Termination. (a) Immediately upon the effectiveness of a Notice of termination delivered by a party to the other party hereunder (as stated in such Notice):
(i) the party accepting notice shall, unless otherwise directed by the other party promptly terminate all performance under this Agreement and under any outstanding Purchase Orders;
(ii) Fastrain shall transfer title to and deliver to EMCORE all Products that are finished Products as of the effectiveness of the Notice of termination; and EMCORE shall make payment to Fastrain for such finished Products and other amounts then due and unpaid.
(iii) Fastrain shall return to EMCORE all Bailed Property and any other property furnished by or belonging to EMCORE or any of EMCORE's customers (except any assets, Products and other material paid by Fastrain or Parties agreed otherwise), or dispose of such Bailed Property or other property in accordance with EMCORE's instructions (provided that EMCORE will reimburse Fastrain for the actual, reasonable costs associated with such disposal);
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, destroy the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Seller’s the other Party's Confidential Information; ;
(ii) permanently erase all of Seller’s the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) upon the other Party's written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseClause 6.6 (c).
(d) Subject to Section 6.4(a6.6(b), the Party terminating this AgreementAgreement will not, or in the case of the expiration of this Agreement, each Partyneither Party will, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Effect of Expiration or Termination. (a) Immediately upon the effectiveness of a Notice of termination delivered by a party to the other party hereunder (as stated in such Notice):
(i) the party accepting notice shall, unless otherwise directed by the other party promptly terminate all performance under this Agreement and under any outstanding Purchase Orders;
(ii) Hytera shall transfer title to and deliver to EMCORE all Products that are finished Products as of the effectiveness of the Notice of termination; and EMCORE shall make payment to Hytera for such finished Products and other amounts then due and unpaid.
(iii) Hytera shall return to EMCORE all Bailed Property and any other property furnished by or belonging to EMCORE or any of EMCORE's customers (except any assets, products and other material paid by Hytera or Parties agreed otherwise), or dispose of such Bailed Property or other property in accordance with EMCORE's instructions (provided that EMCORE will reimburse Hytera for the actual, reasonable costs associated with such disposal);
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, destroy the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Seller’s the other Party's Confidential Information; ;
(ii) permanently erase all of Seller’s the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) upon the other Party's written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseClause 6.6 (c).
(d) Subject to Section 6.4(a6.6(b), the Party terminating this AgreementAgreement will not, or in the case of the expiration of this Agreement, each Partyneither Party will, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Effect of Expiration or Termination. (a) Immediately upon the effectiveness of a Notice of termination delivered by Mirion to Manufacturer hereunder (as stated in such Notice), Manufacturer shall, unless otherwise directed by Mirion:
(i) promptly terminate all performance under this Agreement and under any outstanding Purchase Orders;
(ii) transfer title and deliver to Mirion all finished Devices completed prior to effectiveness of the Notice of termination; and
(iii) return to Mirion all Bailed Property and any other property furnished by or belonging to Mirion or any of Mirion's customers, or dispose of such Bailed Property or other property in accordance with Mirion's instructions (provided that Mirion will reimburse Manufacturer for the actual, reasonable costs associated with such disposal);
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, the other Party or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s the other Party's Confidential Information; ;
(ii) permanently erase all of Seller’s the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer Each Party shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) upon the other Party's written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseSection 6.7(c).
(d) Subject to Section 6.4(a6.7(b), the Party terminating this Agreementand except for any Termination Claim payable by Mirion under Section 6.6, Mirion, or in the case of the expiration of this Agreement, each neither Party, shall not will be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s 's rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Stock Purchase Agreement (Salona Global Medical Device Corp)
Effect of Expiration or Termination. (a) Upon the expiration or earlier termination of this Agreement, all payment obligations of Buyer to Seller under this Agreement of any kind shall become immediately due and payable to Seller without further notice to Buyer.
(b) Expiration or termination of the Term this Agreement will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement and were incurred by the Parties prior pursuant to such expiration or earlier terminationSection 19.4.
(bc) Any notice Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Seller Supplied Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Seller Supplied Products had been accepted by Seller. With respect to any Seller Supplied Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Seller Supplied Products be made on either a cash-only or certified-check basis.
(cd) Upon the expiration or earlier termination of this Agreement, Buyer the Parties shall: :
(i) return to Seller orthe other Party (or if incapable of being returned, at Seller’s option, destroy destroy) all documents and tangible materials (and including any copies) containing, reflecting, incorporating, or based on Selleron, in whole or in part, the other Party’s Confidential Information; ;
(ii) permanently erase all of Sellerthe other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer , which (1) shall remain subject to the Party’s obligations under Section 13, and (2) Parties shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) certify in writing to Seller the Party that it has complied with the requirements of this clauseclause (including identifying to the other Party any Confidential Information maintained as permitted archive copies).
(de) Subject to Section 6.4(a6.5(b), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(ef) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in If this Agreement is intended terminated by Seller, then Buyer shall have the right to conferhave Seller Supplied Products manufactured and supplied by third parties other than Seller; provided, for clarity, that the foregoing shall not be a waiver of any rights, remedies or defenses that Seller may have pursuant to the last sentence of Section 6.5(e) if this Agreement is terminated by implicationSeller pursuant to Section 6.3(a), estoppel6.3(b), 6.3(c), or otherwise, upon 6.3(d) or if Buyer a license to or rights in has otherwise breached any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill other provision of this Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Effect of Expiration or Termination. (a) Expiration The Term’s expiration or earlier termination of the Term will does not affect any rights or obligations of the Parties that: that (i1) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise are to survive the expiration or earlier termination of this Agreement as provided herein; and (2) were incurred by the Parties prior to such before the expiration or earlier termination, except that if Seller terminates this Agreement under Section 13.3(a), all indebtedness of Distributor to Seller of any kind is immediately due and payable on the effective date of the Term’s expiration or earlier termination, without further notice to Distributor.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products Goods to Buyer that are scheduled to be made subsequent to the effective date of terminationDistributor for which payment has not been made, whether or not any orders for such Products the Goods had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon Subject to Section 13.6, on the expiration or earlier termination of this Agreement, Buyer shall: Distributor shall promptly (i1) cease to represent itself as Seller’s authorized exclusive distributor regarding the Goods, and shall otherwise desist from all conduct or representations that might lead the public to believe that Distributor is authorized by Seller to sell the Goods; (2) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; (ii3) permanently erase all of Seller’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or backup systems, its information technology backup systems. Buyer , or both (which copies Distributor shall destroy any such copies upon on the normal expiration of its backup files); and (iii4) certify in writing to Seller that it has complied with the requirements of this clauseSection 13.5(c).
(d) Subject to Section 6.4(a13.5(a), the Party terminating this AgreementAgreement in accordance with the terms hereof, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Effect of Expiration or Termination. (a) Expiration Immediately upon the effectiveness of a Notice of termination delivered by B▇▇▇▇ to Seller hereunder (as stated in such Notice), Seller shall, unless otherwise directed by B▇▇▇▇, and subject to Seller’s obligation provide resourcing cooperation under Section 6.7:
(i) promptly terminate all performance under this Agreement and under any outstanding Purchase Orders;
(ii) transfer title and deliver to Buyer all finished Covered Products completed prior to effectiveness of the Notice of termination; and
(iii) return to Buyer all Bailed Property and any other property furnished by or belonging to Buyer or any of Buyer’s customers, or dispose of such Bailed Property or other property in accordance with Buyer’s instructions (provided that Buyer will reimburse Seller for the actual, reasonable costs associated with such disposal);
(b) Except for a termination as provided in Section 6.3 by reason of the consummation of the transactions set forth in the Share Purchase Agreement, the expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, destroy the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Sellerthe other Party’s Confidential Information; , and not retain any copies thereof;
(ii) permanently erase all of Sellerthe other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer Each Party shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) upon the other Party’s written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseSection 6.6(c).
(d) Subject to Section 6.4(a), the Party terminating this Agreement, or in In the case of the expiration of this AgreementAgreement or automatic termination under Section 6.3, each neither Party, shall not will be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant subject only to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.6.7
Appears in 1 contract
Sources: Manufacturing Supply and License Agreement (Innovation Beverage Group LTD)
Effect of Expiration or Termination. (ai) Upon the expiration or earlier termination of this Agreement, all indebtedness of Buyer to Manufacturer under this Agreement of any kind, shall become immediately due and payable to Manufacturer, without further notice to Buyer.
(ii) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement and were incurred by the Parties prior to before such expiration or earlier termination.
(biii) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products End Product to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products End Product had been accepted by SellerManufacturer. With respect to any Products End Product that are still in transit upon termination of this Agreement, Seller Manufacturer may require, in its sole discretion, that all sales and deliveries of such Products End Product be made on either a cash-only or certified-check basis.
(civ) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Seller’s the other Party's Confidential Information; and
(ii) permanently erase all of Seller’s the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify in writing to Seller that it has complied with the requirements of this clausewhere required by applicable Law.
(dv) Subject to Section 6.4(a17.4(iii), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall will not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party solely by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s 's rights or remedies/either Party’s 's rights, remedies or defenses defences under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Effect of Expiration or Termination. 13.4.1 Termination of this Agreement and/or an applicable Project Agreement for whatever reason (aby expiration of term or otherwise) Expiration or termination of the Term will shall not affect any rights or obligations the liabilities of the Parties that: hereunder in respect of matters outstanding at the time of such termination. An expiration of this Agreement shall not affect existing Project Agreements, which Project Agreements shall remain in full force and continue to be governed by and subject to the terms of this Agreement.
13.4.1.1 In the event of expiration of a Project Agreement or any termination of a Project Agreement, with respect to such Project Agreement:
(i) come into effect upon Each Party, at its discretion, will return to the other Party or after termination or expiration destroy (with written confirmation thereof to the other Party) all of the other Party’s Confidential Information, and will not retain any copies thereof, except one copy of the information for the purpose of determining its ongoing obligations hereunder and except if explicitly mentioned otherwise in this Agreement; or article;
(ii) otherwise survive the expiration or earlier termination ARNO shall not be relieved from its payment obligations under Article 9 for any amounts payable as of this Agreement and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not including: FTE Payments for all work performed (provided the associated work product is delivered to ARNO) and any orders for out of pocket costs incurred by LBS up to the effective date of such Products had termination, provided that such activities have been accepted by Seller. With conducted, and expenses incurred and reimbursable, in accordance with this Agreement and the applicable Project Agreement.
13.4.2 Upon the (i) expiration of this Agreement (except with respect to matters in a Project Agreement extending beyond the expiration of this Agreement) or (ii) termination of this Agreement or the applicable Project Agreement due to an unremedied breach of ARNO (Section 13.2), bankruptcy of ARNO (Section 13.3):
(i) the licenses granted to the Parties by Sections 10.2 and 10.4 cease upon the moment of termination;
(ii) LBS will, as directed by ARNO, either (i) return to ARNO any Products unused or reusable ARNO Materials provided to LBS by ARNO hereunder or (ii) destroy or otherwise dispose in a manner to render inaccessible all such ARNO Materials (with written confirmation thereof to ARNO) ;
(iii) ARNO shall, as directed by LBS, either (i) return to LBS any unused or reusable LBS Materials that are still proprietary to LBS provided to ARNO by LBS hereunder or (ii) destroy or otherwise dispose in transit upon a manner to render inaccessible all such LBS Materials that are proprietary to LBS (with written confirmation thereof to LBS).
13.4.3 Upon the termination of this Agreement, Seller may requirean applicable Project Agreement or the License agreement between the Parties due to any of (a) an unremedied breach of LBS (Section 13.2 as relating to this Agreement), in its sole discretion(b) the bankruptcy of LBS (Section 13.3), that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration election by LBS to terminate following a Change of Control of ARNO in which ARNO is acquired by an LBS Competitor (Section 15.13):
(i) the license granted to LBS by Section 10.2 will cease upon the moment of termination and the license granted to ARNO by Section 10.4 will become a perpetual, fully-paid up and irrevocable license, with a right to sublicense or earlier termination assign, provided, however, that (A) rights under such license may be exercised, as stated in Section 10.4, solely for the completion of this AgreementProject activities and Deliverables as described in the Project Specification, Buyer shall: and (B) no rights shall be granted under such license to, or for the use of, the LBS instrument platform, software and/or results reporting system;
(ii) LBS shall provide to ARNO or its designees components of a Product reasonably necessary to enable ARNO or its designee to develop a manual test for an Assay, or, at ARNO’s election, license to ARNO or its designees the Intellectual Property Rights for the components of a Product reasonably necessary to enable ARNO or its designee to develop a manual test for an Assay. Under no circumstances shall such components include the instrument platform, software and/or results reporting system used in performing an Assay;
(iii) ARNO will have full access to any and all Project Data that is required for ARNO to develop, market, sell, distribute and obtain Regulatory Approval for the Drug and the Product (alone or with a Third Party of ARNO’s choosing) that are essential to the Product;
(iv) LBS will, as directed by ARNO, either (i) return to Seller or, at Seller’s option, destroy all documents and tangible materials (and ARNO any copies) containing, reflecting, incorporating, unused or based on Seller’s Confidential Information; reusable ARNO Materials provided to LBS by ARNO hereunder or (ii) permanently erase destroy or otherwise dispose in a manner to render inaccessible all of Seller’s Confidential Information from its computer systemssuch ARNO Materials. In addition, except LBS will deliver to ARNO any and all LBS Materials as far as is required for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy ARNO to develop and obtain Regulatory Approval for the Drug and the Product and any such copies upon the normal expiration of its backup files; remaining antibodies, cell lines and other reagents purchased by LBS and reimbursed by ARNO (iiiin accordance with Section 9.1) certify in writing to Seller that it has complied with the requirements of this clause.
(d) Subject to Section 6.4(a), the Party terminating this Agreement, or for use in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the DevelopmentsProject; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Master Development and Commercialization Agreement (Arno Therapeutics, Inc)
Effect of Expiration or Termination. (a) Immediately upon the effectiveness of a Notice of termination delivered by a Party to the other Party hereunder (as stated in such Notice), ICC shall, unless otherwise mutually agreed upon by the Parties, and subject to ICC’s obligation provide resourcing cooperation under Section 6.6:
(i) promptly terminate all performance under this Agreement and under any outstanding Purchase Orders / Picking Orders;
(ii) transfer title and deliver to Pure all finished Goods completed prior to effectiveness of the Notice of termination and for which Pure has made payment; and
(iii) return to Pure all Pure Property and any other property furnished by or belonging to Pure or any of Pure’s customers, or dispose of such Pure Property or other property in accordance with Pure’s instructions (provided that Pure will reimburse ICC for the actual, reasonable costs associated with such disposal).
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 17.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: :
(i) return to Seller or, at Seller’s option, destroy the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Sellerthe other Party’s Confidential Information; ;
(ii) permanently erase all of Sellerthe other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup fileswhere prohibited by applicable Law; and and
(iii) upon the other Party’s written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseClause 6.5(c).
(d) Subject to Section 6.4(a6.5(b), the neither Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not will be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies remedies, or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Manufacturing Supply Agreement (Pure Bioscience, Inc.)
Effect of Expiration or Termination. (a) Expiration or termination 14.1 In the event of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier any other termination of this Agreement and were incurred by the Parties prior to such expiration or earlier termination.for any reason whatsoever,
(bA) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer shall: COMPANY shall promptly discontinue (i) return to Seller orthe manufacture, at Seller’s optionsale and other disposition of the DIAGNOSTIC TOOLS, destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; (ii) permanently the use of the TECHNICAL INFORMATION furnished by HONDA under this Agreement;
B) COMPANY shall promptly return or destroy any and all TECHNICAL INFORMATION and copies thereof in tangible form, that it received from HONDA and COMPANY shall delete or erase all of Seller’s Confidential Information such TECHNICAL INFORMATION from its computer systemssystems and all other computer systems that have obtained the information from HONDA or its directors, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systemsofficers, agents, consultants or attorney. Buyer However, COMPANY may retain one archival copy of the TECHNICAL INFORMATION, which it may use only in case of a dispute concerning this Agreement. Upon request of HONDA, COMPANY shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify to HONDA, by an instrument in writing to Seller signed by an officer of COMPANY, that it COMPANY has complied with the requirements of this clause.paragraph;
(dC) Subject to Section 6.4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, COMPANY shall not be liable entitled to recover from HONDA, for the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement or the failure to renew or extend it, any damages, reimbursements or other payments on account of the current or prospective profits on COMPANY’s sale or anticipated sale of the DIAGNOSTIC TOOLS and/or other equipment, or on account of COMPANY’s expenditures, investments or commitments made in connection with the manufacture of the DIAGNOSTIC TOOLS and/or other equipment, or on account of the establishment, development or maintenance of the goodwill or other business of COMPANY, or on account of any other cause or thing whatsoever.
14.2 Upon expiration or any other termination of this Agreement. Termination , as provided herein, or by operation of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, law or otherwise, upon Buyer a license to or all rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, and obligations hereunder shall terminate automatically upon forthwith except the failure to grant such Non-Exclusive Licenseprovisions under Article 5 through Article 9.
Appears in 1 contract
Sources: Terms of Use Agreement
Effect of Expiration or Termination. (a) Expiration a. Following the expiration or termination of this Agreement, Verizon Wireless shall have the Term will not affect any rights or obligations right to use the Licensed Programs and Documentation as provided under the License with respect to the configuration of Systems installed as of the Parties thatexpiration or termination of this Agreement, until the first to occur of any of the following: (i) come into effect if this Agreement is terminated pursuant to Sections 1.3.2 due to a breach or default by Verizon Wireless, then the License shall cease upon or after termination or expiration of this Agreement; or (ii) otherwise survive if this Agreement expires or is terminated pursuant to Section 1.3.2 due to a breach or default by CTS, then the License shall continue under the survival terms described in Section 1.3.5 until breach or default by Verizon Wireless and the expiration of any applicable cure period with respect to such breach or default.
b. Upon the expiration or earlier termination of this Agreement and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, Verizon Wireless shall immediately cease use of the Confidential Information of CTS (excluding copies of Licensed Programs and Documentation in its sole discretion, that all sales and deliveries Verizon Wireless' possession as of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination termination, which Verizon Wireless may retain and use for the duration of the License pursuant to this AgreementSection 1.3.3, Buyer for the sole purpose of supporting then-installed Systems) and shall, at CTS's election, either: (i) return to Seller orCTS the original and all copies of the same, at Seller’s optionin whole or in part, destroy all documents in any form, including partial copies and tangible materials (modifications, and any copies) containing, reflecting, incorporatingrelated materials received from CTS, or based on Seller’s Confidential Information; (ii) permanently erase furnish to CTS a certified executed document stating that the same has been destroyed. Upon the termination of the License, Verizon Wireless shall immediately return or destroy all copies of Seller’s Confidential Information from its computer systems, except Licensed Programs and Documentation retained for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify use pursuant to this Section 1.3.3 in writing to Seller that it has complied accordance with the requirements of procedures set forth in this clausesubsection.
(d) Subject to Section 6.4(a), the Party terminating this Agreement, or in the case of c. Upon the expiration or termination of this Agreement, each Party, CTS shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason immediately cease use of the expiration or earlier termination Confidential Information of this Agreement. Termination of this Agreement will not constitute a waiver of any of Verizon Wireless (except as the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreementparties otherwise expressly agree to in writing) and shall, at lawVerizon Wireless' election, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
either: (i) Seller shall grant return to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through Verizon Wireless the remainder original and all copies of the Term to use the Seller Intellectual Property same, in whole or in part, in any form, including partial copies and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
modifications, and any related materials received from Verizon Wireless, or (ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended furnish to confer, by implication, estoppel, or otherwise, upon Buyer Verizon Wireless a license to or rights in any Seller Intellectual Property or certified executed document stating that the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive Licensesame has been destroyed.
Appears in 1 contract
Sources: Services Agreement (Cellular Technical Services Co Inc)
Effect of Expiration or Termination. Immediately upon the effective date of termination:
(a) Subject to performing any necessary wind-down activities Supplier shall promptly terminate all performance under this Agreement and under any outstanding Purchase Orders and SOWs unless directed otherwise by HMI, provided that HMI shall pay to Supplier (i) Supplier’s costs actually incurred towards partially completed Services or unfinished Products or that will be incurred by Supplier during the remainder of the Term and are not cancellable, (ii) reasonable costs associated with necessary wind-down activities, and (iii) only in the event of a termination by Supplier pursuant to Section 6.3(b), [***].
(b) Supplier shall transfer title and deliver to HMI all Products Manufactured prior to the effective date of termination that were made in accordance with the Product Specifications, Purchase Order, the Quality Agreement and Applicable Law.
(c) Expiration or termination of the Term this Agreement will not affect any rights or obligations of the Parties that: (i) that come into effect upon as of or after prior to termination of this Agreement or expiration of this Agreementthe Term; or (ii) otherwise survive the expiration or earlier early termination of this Agreement Agreement, and were incurred by the Parties prior to such expiration or earlier early termination.
(bd) Any notice of termination The licenses granted by HMI to Supplier under this Agreement automatically operates as a cancellation of any deliveries of Products Section 8.2(a) shall terminate, and the licenses granted by Supplier to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basisHMI under Section 8.2(b) shall become perpetual.
(ce) Upon the expiration or earlier termination of this Agreement, Buyer Each Party shall: :
(i) return to Seller or, at Seller’s option, destroy the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, incorporating or based on Sellerthe other Party’s Confidential Information; ;
(ii) permanently erase all of Sellerthe other Party’s Confidential Information from its computer systems, except for copies that are [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. maintained as archive copies on its disaster recovery and/or information technology backup systemssystems or otherwise required to comply with cGMP or Applicable Law. Buyer Each Party shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) upon the other Party’s written request, certify in writing to Seller such other Party that it has complied with the requirements of this clauseSection 6.5(e).
(df) Subject Supplier shall be responsible for all cleanup and remediation of the Facility(ies) and removal and decommissioning of all materials and equipment therein used for Manufacturing Products, except for liabilities that are not assumed by Supplier pursuant to Section 6.4(a), the Party terminating this Contribution Agreement, or in which shall remain as HMI’s liabilities as between the case of the expiration of this AgreementParties.
(g) Except as otherwise provided herein, each neither Party, shall not will be liable to the other Party for any damage damages of any kind (whether direct or indirect) incurred by the other Party by reason solely arising out of the expiration or earlier termination of this Agreement. Termination However, termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Manufacturing and Supply Agreement (Homology Medicines, Inc.)
Effect of Expiration or Termination. Immediately upon the effectiveness of a Notice of termination delivered by ▇▇▇▇▇ to Seller hereunder (a) as stated in such Notice), Seller shall, unless otherwise directed by ▇▇▇▇▇, and subject to Seller's obligation provide resourcing cooperation under 186.7: promptly terminate all performance under this Agreement and under any outstanding Purchase Orders; transfer title and deliver to Buyer all finished Goods completed prior to effectiveness of the Notice of termination; and return to Buyer all Bailed Property and any other property furnished by or belonging to Buyer or any of Buyer's customers, or dispose of such Bailed Property or other property in accordance with Buyer's instructions (provided that ▇▇▇▇▇ will reimburse Seller for the actual, reasonable costs associated with such disposal); Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to 3417.4 and were incurred by the Parties prior to such expiration or earlier termination.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer each Party shall: (i) [return to Seller or, at Seller’s option, destroy the other Party/destroy] all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s the other Party's Confidential Information; (ii) permanently erase all of Seller’s the other Party's Confidential Information from its computer systems[, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer [.] [Each Party shall destroy any such copies upon the normal expiration of its backup files]]; and (iii) upon the other Party's written request, certify in writing to Seller such other Party that it has complied with the requirements of this clause.
(d) 186.6(c). Subject to Section 6.4(a176.6(b), and except for any Termination Claim payable by Buyer under 146.3, [Buyer/the Party terminating this Agreement], or in the case of the expiration of this Agreement, each neither Party, shall not will be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of [the terminating Party’s 's rights or remedies/either Party’s 's rights, remedies or defenses defenses] under this Agreement, at law, in equity or otherwise.
(e) . Resourcing Cooperation. Upon the occurrence expiration or earlier termination of a this Agreement for any reason, to the extent requested by ▇▇▇▇▇ in writing, Seller Bankruptcy Event:
(i) will take the following actions and such other actions as may be reasonably required by Buyer to transition production of Goods from Seller shall grant to an alternative seller without production disruptions: manufacture, deliver, and sell to Buyer a royalty-freesufficient inventory bank of Goods to ensure that the transition will proceed smoothly and without interruption or delay to Buyer's or Buyer's customers' production of products incorporating the Goods, with pricing equivalent to the pricing in effect immediately before expiration or termination; [for any non-exclusivestandard (i.e., not "off-the-shelf") Goods, promptly: provide to Buyer all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of supplies and components; and assign to Buyer or an alternative seller any or all supply contracts or orders for raw materials or components relating to this Agreement and any outstanding Purchase Orders;] sell to Buyer, at Seller's actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; [and] sell to Buyer any or all finished Goods[./; and] [for any non-transferablestandard (i.e., nonnot "off-sublicensable license through the remainder the-shelf") Goods, sell to Buyer any or all of the Term to use the Seller's Property used by Seller Intellectual Property and the Developments solely to manufacture Goods in accordance with the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive Licensethird sentence of 3214.5.]
Appears in 1 contract
Sources: Manufacturing Supply Agreement
Effect of Expiration or Termination. (a) Upon the expiration or earlier termination of this Agreement, all indebtedness of Buyer to Seller under this Agreement, any other agreement or otherwise, of any kind, shall become immediately due and payable to Seller, without further notice to Buyer.
(b) Expiration or termination of the Term will not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or or
(ii) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 22.4 and were incurred by the Parties prior to such expiration or earlier termination.
(bc) Any notice Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products Goods had been accepted by Seller. With respect to any Products Goods that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products Goods be made on either a cash-only or certified-check basis.
(cd) In the event of a termination by Seller under 10.4(b), the Buyer IP License shall become perpetual and shall survive the termination of this Agreement.
(e) Upon the expiration or earlier termination of this Agreement, Buyer shall: :
(i) return to Seller or, at Seller’s option, or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s 's Confidential Information; ;
(ii) permanently erase all of Seller’s 's Confidential Information from its computer systems, systems except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and and
(iii) certify in writing to Seller that it has complied with the requirements of this clauseclause within five business days of the expiration or earlier termination of this Agreement.
(df) Subject to Section 6.4(a10.6(b), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s 's rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Contract Manufacturing Agreement (AVITA Medical, Inc.)
Effect of Expiration or Termination. (a) Expiration or termination of The Parties acknowledge and agree that the Term will not affect any rights or obligations of the Parties that: (i) come into effect upon or after termination or expiration of any individual Purchase Order shall not in itself terminate this Agreement; or (ii) otherwise survive the expiration or earlier termination of . If this Agreement and were incurred expires or is terminated under this Section 8, no further Purchase Orders may be entered into by the Parties prior to such expiration or earlier terminationunder this Agreement.
(b) Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination, whether Upon expiration or not any orders for such Products had been accepted by Seller. With respect to any Products that are still in transit upon termination of this Agreement, Seller may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
(c) Upon the expiration or earlier termination of this Agreement, Buyer shallAgreement for any reason: (i) return NPX shall deliver to Seller or, at Seller’s option, destroy the Customer all Deliverables (whether complete or incomplete) and all Customer Owned Equipment; (ii) each Party shall deliver to the other Party all tangible documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Sellerthe other Party’s Confidential Information; (ii) , and permanently erase all of Sellerthe other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and (iii) certify in writing to Seller the other Party that it has complied with the requirements of this clause.
(dc) Subject to Section 6.4(a), the Party terminating this Agreement, Upon expiration or in the case of the expiration termination of this Agreement, each Partyall then outstanding accepted Purchase Orders for Anteris Frames or for Development Only Frames shall survive. If Customer seeks to terminate any open Purchase Order at termination or expiration of the Term, Customer shall not be liable for all Products that are in the process of manufacture (“Work in Process”) and shall reimburse NPX for all costs associated with such Work in Process. Upon receipt of payment of all amounts due to NPX hereunder, NPX shall deliver the other Party for any damage of any kind (whether direct or indirect) incurred Work in Process to Customer, unless otherwise notified by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwiseCustomer.
(ed) If any Purchase Order is terminated pursuant to Section 2.3, Customer shall only be liable for all Work in Process and shall reimburse NPX for all costs associated with such Work in Process. Upon receipt of payment of all amounts due to NPX under this Section 8.2(d), NPX shall deliver the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided Work in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, Process if requested by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive LicenseCustomer.
Appears in 1 contract
Sources: Services Agreement (Anteris Technologies Global Corp.)
Effect of Expiration or Termination. (a) Expiration The Term’s expiration or earlier termination of the Term will does not affect any rights or obligations of the Parties that: :
(i) come into effect upon or after termination or expiration of this Agreement; or (ii) otherwise are to survive the expiration or earlier termination of this Agreement and under Section 21.03; and
(ii) were incurred by the Parties prior to such before the expiration or earlier termination; provided that all indebtedness of Distributor to Seller of any kind is immediately due and payable on the effective date of the Term’s expiration or earlier termination, without further notice to Distributor.
(b) Any notice Unless otherwise agreed by the Parties, any Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products Tools to Buyer Distributor that are scheduled to be made subsequent to after the effective date of termination, whether or not any orders for such Products the Tools had been accepted by Seller. With respect to Regarding any Products Tools that are still in transit upon on termination of this Agreement, Seller may require, in its sole and absolute discretion, that all sales and deliveries of such Products the Tools be made on either a cash-only or certified-certified check basis.
(c) Upon Subject to Section 15.06, on the expiration or earlier termination of this Agreement, Buyer shall: Distributor shall promptly:
(i) cease to represent itself as Seller’s authorized distributor regarding the Tools, and shall otherwise desist from all conduct or representations that might lead the public to believe that Distributor is authorized by Seller to lease, rent, or sell the Tools;
(ii) return to Seller or, at Seller’s option, or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Seller’s Confidential Information; ;
(iiiii) permanently erase all of Seller’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems. Buyer shall destroy any such copies upon the normal expiration of its backup files; and and
(iiiiv) certify in writing to Seller that it has complied with the requirements of this clauseSection 15.05.
(d) Subject to Section 6.4(a15.05(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
(e) Upon the occurrence of a Seller Bankruptcy Event:
(i) Seller shall grant to Buyer a royalty-free, non-exclusive, non-transferable, non-sublicensable license through the remainder of the Term to use the Seller Intellectual Property and the Developments solely to manufacture the Products (the “Non-Exclusive License”);
(ii) except as expressly provided in Section 6.4(e)(i) above, nothing in this Agreement is intended to confer, by implication, estoppel, or otherwise, upon Buyer a license to or rights in any Seller Intellectual Property or the Developments; and
(iii) In the event Seller is unable to grant Buyer the Non-Exclusive License on the terms set forth herein, the Standstill Agreement, if still in effect, shall terminate automatically upon the failure to grant such Non-Exclusive License.
Appears in 1 contract
Sources: Exclusive Channel Partner & Distribution Agreement (Superior Drilling Products, Inc.)