Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. Upon expiration of this Agreement, neither Cyclerion nor Ironwood shall have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c). (d) The terms, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.

Effect of Termination or Expiration. Upon expiration of this Agreement, neither Cyclerion nor Ironwood shall have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver to Ironwood In the event of termination of the Agreement or, at Ironwood’s option, dispose ofif applicable, any Materials in its possession or control Applicable Services Agreement, CORONADO shall pay for the Services performed and all Deliverables developed through any costs and expenses incurred by Service Provider prior to the date of termination or expiration;of the Agreement or, if applicable, the Applicable Services Agreement. (b) No later than thirty (30) days CORONADO shall pay for any costs, expenses and pass through costs and expenses which Service Provider is irrevocably obligated to pay after the date termination of the completed performance Agreement or, if applicable, the Applicable Services Agreement, (provided such irrevocable obligations were incurred prior to its receipt of any wind-down instructions from IronwoodWritten Notice of termination of the Agreement or, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of if applicable, the Applicable Services performedAgreement). (c) It is understood that the parties intend to discuss, expenses incurred and payments received pursuant to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In additionSection, Ironwood will reimburse Cyclerion for all reasonableany alleged default and its remediation as soon as it is known, non-cancellable obligations and that such discussion shall not be a waiver of the right to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of terminate pursuant to this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess For purposes of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall Section 8: (i) a “default of its material obligations” shall be obligated defined as a breach by a party that directly caused a significant delay or obstacle that prevented the non-breaching party from achieving a material goal or objective as contemplated under the Agreement or, if applicable, the Applicable Services Agreement, and shall also include a failure by CORONADO to use only commercially reasonable efforts to remove all active copies pay Service Provider any amounts set forth in Section 4 and the related Statements of Work when due and (ii) not be obligated no default that is caused or contributed to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to by the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative breaching party or Force Majeure shall constitute a “default of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c)its material obligations”. (d) The termsAgreement may be automatically and immediately terminated by either party, conditions and obligations under Article III upon providing Written Notice to the other party of the termination of the Agreement, if the other party has a liquidator, receiver, manager, receiver or administrator appointed, or ceases to continue trading or is unable to pay debts. (Representationse) The termination of the Agreement or, Warranties and Covenants by Cyclerion)if applicable, Article IV any Applicable Services Agreement, for any reason shall not relieve either party of its obligation to the other that expressly survive the termination of the Agreement or, if applicable, the Applicable Services Agreement. (Compensation)f) Notwithstanding anything herein to the contrary, Article V (Proprietary Rights)UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO INCIDENTAL, Article VI (Confidentiality)INDIRECT, Article VIII (Indemnification; Limitation on Liability; Insurance)CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THE AGREEMENT OR ANY APPLICABLE SERVICES AGREEMENT, Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expirationTHE SCOPE OR ANY DOCUMENTS OR APPENDIXES RELATED THERETO.

Effect of Termination or Expiration. 13.5.1. Upon termination or expiration of this Agreement, neither Cyclerion nor Ironwood LICENSEE shall have any further obligations under this Agreement, except that: (a) Cyclerion shall deliver pay to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession or control and PFIZER all Deliverables developed through amounts due to PFIZER as of the effective date of termination or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt the effective date of termination or expiration. 13.5.2. Upon expiration of this Agreement, PFIZER hereby grants to LICENSEE a royalty-free right and license to use the Know-How for the purpose of the itemized accounting;Development and Commercialization of the Product in the Field within the Territory. 13.5.3. Subject to Section 13.5.5(d), upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Product following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Royalties and Milestone Payments owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 13.5.4. A termination of this Agreement, other than a termination under Section 13.3, will not automatically terminate any sublicense granted by LICENSEE pursuant to Section 2.2 with respect to a non-Affiliated sublicensee, provided that (i) such sublicensee is not then in breach of any provision of this Agreement or the applicable sublicense agreement, (ii) PFIZER will have the right to step into the role of LICENSEE as sublicensor, with all the rights that LICENSEE had under such sublicense prior to termination of this Agreement (including the right to receive any payments to LICENSEE by such Sublicensee that accrue from and after the date of the termination of this Agreement) and (iii) PFIZER will only have those obligations to such Sublicensee as PFIZER had to LICENSEE hereunder. LICENSEE shall include in any sublicense agreement a provision in which said sublicensee acknowledges its obligations to PFIZER hereunder and the rights of PFIZER to terminate this Agreement with respect to any sublicensee for material breaches of this Agreement by such sublicensee. The failure of LICENSEE to include in a sublicense agreement the provision referenced in the immediately preceding sentence will render the affected sublicense void ab initio. 13.5.5. With the exception of termination of this Agreement by LICENSEE pursuant to Section 13.2, upon termination of this Agreement: (a) LICENSEE hereby grants to PFIZER a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any and all Developed IP for Use of the Product. (b) To the extent permitted by applicable Regulatory Authorities, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to the Product, and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Product. (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information LICENSEE, if requested in writing by PFIZER, shall provide any and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated material correspondence with the relevant patent offices pertaining to use only commercially reasonable efforts the LICENSEE’s prosecution of the Patent Rights to remove all active copies the extent not previously provided to PFIZER during the course of the Agreement and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, a report detailing the status of all Patent Rights at the time of termination or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c)expiration. (d) The termsEffective as of the date of termination, conditions LICENSEE hereby grants to PFIZER a fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and obligations under Article III (Representationsirrevocable license to use the Trademarks identifying a Product for the purpose of manufacturing, Warranties marketing, distributing and Covenants by Cyclerion)selling the Product. As used herein, Article IV (Compensation)“Trademarks” means all registered and unregistered trademarks, Article V (Proprietary Rights)service marks, Article VI (Confidentiality)trade dress, Article VIII (Indemnification; Limitation on Liability; Insurance)trade names, Section 9.3 (Effect of Termination or Expiration) logos, insignias, domain names, symbols, designs, and Section 10.11 (Governing Law) will survive any such termination or expirationcombinations thereof.

Effect of Termination or Expiration. Upon Unless otherwise specified under the terms of a Work Order, upon termination or expiration of this Agreement, neither Cyclerion PHP nor Ironwood shall Invivyd will have any further obligations under this Agreement, or in the case of termination or expiration of a Work Order, under that Work Order, except that: (a) Cyclerion In the case of a termination, PHP will cease all Services in progress in an orderly manner as soon as practical and use commercially reasonable efforts to cancel or otherwise limit any related costs or expenses (including any obligations to third parties); provided, however, that if Invivyd provides specific wind-down instructions or instructions that Services in progress should be completed, then this Agreement and the applicable Work Order shall not terminate until such Services are completed; (b) Promptly following I▇▇▇▇▇▇’s written request, PHP will deliver to Ironwood Invivyd or, at IronwoodInvivyd’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration; (bc) No later than thirty sixty (3060) days after the date of termination or the completed performance of any wind-down instructions from IronwoodInvivyd, Cyclerion PHP shall provide Ironwood Invivyd with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Partyparty. Ironwood Invivyd will pay Cyclerion PHP all undisputed unpaid (and undisputed, to the extent such Work Order contains provisions relating to fee disputes) fees for Services performed and all permitted reimbursable expenses through the expiration termination date in accordance with the provisions of this AgreementAgreement and any applicable Work Order(s). In addition, Ironwood Invivyd will reimburse Cyclerion PHP for all reasonable, non-cancellable obligations to Third Parties third parties incurred by Cyclerion PHP in the course of its performance of Services and any reasonable costs incurred in connection with performing IronwoodInvivyd’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion PHP will promptly refund any monies paid in advance by Ironwood Invivyd for Services not rendered and in excess of any applicable payments owed by Ironwood Invivyd under this AgreementAgreement or any applicable Work Order(s). Any net amount owed by either Party party will be paid within thirty sixty (3060) days following receipt of the itemized accounting;; and (cd) A Party that has received the other Promptly following Disclosing Party’s Confidential Information written request, Recipient will promptly return to the Disclosing Party or destroy and/or destroy, at Recipient’s option, all Confidential Information and all tangible items relating to the extent containing such Confidential Information, and all copies thereof in the possession or control of the receiving PartyRecipient, such PartyRecipient’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient Recipient under this Agreement or under any Work Order which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information Recipient may retain one (1) copy in the separate files of such receiving PartyRecipient’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party Recipient shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative representative of the receiving Party of the other Party’s Confidential Information Recipient shall certify to such receiving PartyRecipient’s compliance with this Section 9.3(c8.4(d). (d) The terms, conditions and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.

Effect of Termination or Expiration. (a) Upon termination or expiration of this License Agreement, neither Cyclerion nor Ironwood shall have all rights and licenses granted to GARDP under Section 2 will terminate, and all rights, licenses, and cross-references will revert to Shionogi, and GARDP will cease all use of the Licensed Rights and the Licensed Manufacturing Know-How; and (b) Upon termination of this License Agreement, Shionogi will, if requested by any further Sublicensee that is in material compliance with its obligations under this its Sublicense Agreement, except that:negotiate in good faith with the intent to enter into a new and separate license agreement directly between Shionogi and the respective Sublicensee on terms reasonably acceptable to Shionogi and the Sublicensee, it being understood and agreed that Shionogi reserves its rights to require additional terms to be included in such licenses as may be needed to protect its interests. (ac) Cyclerion Within sixty (60) Business Days after termination or expiration of this License Agreement, each Party shall deliver at the other Party’s request: (A) return to Ironwood or, at Ironwood’s option, dispose of, any Materials in the other Party or destroy Confidential Information of the other Party within its possession or control and all Deliverables developed through termination or expiration; (b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion which shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Partyas concerns Shionogi’s Confidential Information will promptly return include without limitation the Licensed Rights, the Licensed Manufacturing Know-How, any unpublished Shionogi Sole Inventions or other non-public intellectual property otherwise owned by Shionogi); and (B) certify to the Disclosing other Party or destroy in writing that it has complied with the requirements of this Section 12.5(c); provided that: (i) the receiving Party may retain one archival copy of the Confidential Information of the other Party but not of any Confidential Information that constitutes trade secrets of the other Party (including, without limitation, the Licensed Manufacturing Know- How, including the content of the Technical Transfer Package, and the content of the European Union and United States and all other cefiderocol regulatory filings, and any other Shionogi trade secrets, including all Confidential Information that is of a technical nature, is identifiable and all tangible items relating to such Confidential Informationsubstantial, and all copies thereof in the possession or control has commercial value because it is not publicly available), except for any of such that has become publicly available other than as a result of a fault attributable to the receiving PartyParty or its agents or sublicensees, in a limited access file (meaning only accessible by such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided Information Technology (IT) department and/or by such Party’s legal personnel) to the recipient under this Agreement which has been terminated or has expired; provided, however, extent that the receiving Party requires such Confidential Information for the purpose of performing any obligations or exercising any rights under this License Agreement that may survive such expiration or termination; (ii) the receiving Party may retain Confidential Information of the other Party’s Confidential Information may Party to the extent that the receiving Party is required to retain one (1) copy in the separate files of such receiving Party’s legal counsel solely information for legal compliance purposes under applicable laws and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies regulations; and (iiiii) the above obligations shall not be obligated require either Party to delete archival copies retained any automatic electronic backup files maintained in accordance with its normal procedures, or standard policies and to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality which access is limited and non-use obligations set forth herein. Upon the Disclosing only accessible by such Party’s requestIT department; subject in any case (i), an authorized Representative of the receiving (ii) or (iii) above to continued compliance by such Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this its confidentiality obligations as set out in Section 9.3(c)10 above. (d) Neither Party will be relieved of any obligation that accrued prior to the effective date of such termination. It is understood and agreed that either Party will be entitled to specific performance as a remedy to enforce the provisions of this Section 12.5, in addition to any other remedy to which it may be entitled by applicable law. The terms, conditions Parties acknowledge that the right of either Party to terminate this License Agreement is not intended to be an exclusive right and obligations under Article III shall not preclude the right to claim damages in accordance with the terms of the Agreement for any breach of this License Agreement that occurred prior to the termination (Representations, Warranties and Covenants by Cyclerionincluding the breach that gave rise to the termination), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive affect any such termination other right or expirationremedy available under applicable law.

Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither Cyclerion EQ nor Ironwood shall CUSTOMER will have any further obligations under this AgreementAgreement provided that, except such termination or expiration shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such expiration or termination and, further provided, that: (ai) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials Except in its possession or control and all Deliverables developed through the event of termination or expiration; (b) No later than thirty (30) days after the date of the completed performance Agreement due to breach of any wind-down instructions from Ironwoodmaterial obligations under the Agreement by EQ, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performedCUSTOMER will, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions terms of this Agreement pay to EQ: [ * ]. At CUSTOMER’s election in writing and cost, EQ will deliver or destroy such Product and Materials as directed by CUSTOMER; and in the event of termination of this Agreement by CUSTOMER under Section 10.2(ii), [ * ]. The Parties agree that any amounts owed as a consequence of this Section 10.3 are subject to the provision of satisfactory documentary evidence and reasonable auditing. (ii) EQ shall return to CUSTOMER or destroy, as elected by CUSTOMER and in both cases at CUSTOMER's cost and expense, any CUSTOMER Materials and CUSTOMER Equipment in the possession of EQ, except to the extent such CUSTOMER Materials or CUSTOMER Equipment are required for EQ to fulfill any surviving obligations of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting;. (ciii) A Party that has received the other Party’s Confidential Information each Recipient will promptly return to the Disclosing Party or destroy Discloser all of Discloser’s Confidential Information and (including all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, copies) provided to the recipient Recipient under this Agreement or under any Statement of Work which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain except for one (1) copy in the separate files which Recipient may retain solely to monitor Recipient’s surviving obligations of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon and, in the Disclosing Party’s requestcase of CUSTOMER, an authorized Representative to exercise all surviving rights of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with CUSTOMER under this Section 9.3(c)Agreement; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (div) The termsthe terms and conditions under Articles 6, conditions 7, 8, 9 and obligations under Article III (Representations, Warranties and Covenants by Cyclerion), Article IV (Compensation), Article V (Proprietary Rights), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) 11 will survive any such termination or expiration.

Effect of Termination or Expiration. 13.1 Upon notice of termination of a Task Order by or to RGI, RGI shall use commercially reasonable efforts to conclude or transfer any uncompleted Service, as directed by GSK, as expeditiously as possible. RGI shall not undertake further work, incur additional expenses, or enter into further commitments with regard to any Services, except as mutually agreed upon in writing by the Parties. 13.2 Upon the effective date of termination of a Task Order, RGI shall invoice GSK for payments due for Services already preformed prior to the effective date of such termination and, if termination was by GSK without cause under Section 12.6, for reimbursement for all expenses incurred in accordance with the Task Order prior to such termination date, provided in each instance GSK shall not be obligated to remit payment to RGI for any Services that is the subject of an RGI breach. This invoice and any payment obligation of GSK are subject to Section 11 of this Master Agreement. If, upon the effective date of termination, GSK has advanced funds which are unearned by RGI, RGI shall repay such funds to GSK within sixty (60) days after the effective date of termination. 13.3 Within thirty (30) days or as soon as practicably possible thereafter, or such other period of time mutually agreed to in writing by the Parties, after the effective date of termination of this Master Agreement or a Task Order, RGI shall deliver to GSK all materials, data, and information pertaining either to the Study or to the Services which are GSK’s property as defined in Article IV of this Master Agreement or the relevant Task Order. RGI agrees that this obligation is not conditioned upon GSK’s prior payment of amounts due or agreement to pay any amounts in dispute. 13.4 Compliance with this Section 13 does not limit or waive either Party’s potential remedies for a breach of this Master Agreement or a relevant Task Order. Termination of this Master Agreement or a Task Order shall not release either Party from any obligation or right which accrued to that Party prior to the effective date of termination or which later accrues from an act or omission which occurred prior to the effective date of termination. 13.5 Upon termination or expiration of this AgreementMaster Agreement or any Task Order, neither Cyclerion nor Ironwood the following provision of this Master Agreement shall have survive expiration or termination for the time period specified in such provisions or if no such time period is specified, indefinitely: “Definitions” (for interpretation purposes), Articles VI (Samples and Data Retention, XIII (Effect of Termination), XIV (Confidentiality), XV (Intellectual Property), XIX (Indemnification), XX (Insurance), XXI (Damages) and XXIII (Miscellaneous), and Sections 1.1(b), 1.2, 1.4, 2.10(b), 2.10(c) (for a one year period after the delivery date of the applicable report(s), 4.2(a)(last sentence), 4.2(c) through 4.2(f), 8.2, 8.7 (only with regard to actions relating to GSK Studies or Services), 11.2 and 11.4 (for any further obligations under outstanding payments), 12.1, and 16.6. 13.6 In the event of termination of this AgreementAgreement by GSK pursuant to Sections 12.3 or 12.4 or 12.5, except that: or by RGI pursuant to Section 12.2, GSK shall receive the following items (a) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials after submitting a request in its possession or control and all Deliverables developed through termination or expiration; (b) No later than writing within thirty (30) days after the effective date of such termination and at no cost to GSK), solely to the completed performance extent reasonably necessary for GSK to continue (or have continued by its Affiliates or a Third Party the development, commercialization, manufacture and supply of any wind-down instructions from Ironwooddiagnostic test developed as part of the Services, Cyclerion shall and to be able to perform any services (including laboratory testing services) that were conducted as part of the Services: (a) full access and transfer of a copy in electronic form of the data, information, and materials owned or controlled by RGI regarding the development, commercialization, manufacturing and supply of the Services to GSK (with RGI using its commercially reasonable efforts to provide Ironwood such data, information and materials to GSK by thirty (30) days after the receipt of such notice); and (b) To the extent permitted by law, the transfer of all Regulatory Approvals (or applications therefore) held by RGI its Affiliates or permitted sublicensees related specifically to the Services, if any, (with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received RGI using its commercially reasonable efforts to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid undertake such actions within thirty (30) days following after the receipt of the itemized accounting;such notice of); and (c) A Party that a non-exclusive, royalty-free worldwide license, with the right to sublicense (to the extent RGI has received the other Partyright to sublicense), RGI’s rights in its intellectual property and the RGI Confidential Information will promptly return to the Disclosing Party extent such intellectual property has been used for, or destroy all Confidential Information and all tangible items relating is necessary for GSK to such Confidential Informationcontinue (or have continued by its Affiliates or a Third Party), and all copies thereof in the possession development, commercialization, manufacture or control supply of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality and non-use obligations set forth herein. Upon the Disclosing Party’s request, an authorized Representative of the receiving Party of the other Party’s Confidential Information shall certify to such receiving Party’s compliance with this Section 9.3(c)Services . (d) The terms, conditions and RGI’s obligations under Article III this Agreement to manufacture, supply and commercialize the Services (Representationson commercially reasonable and standard terms to be negotiated and agreed to by both Parties in writing) shall survive termination of this Agreement until the date on which GSK (or its Affiliate or a third Party acting on GSK’s behalf) is able to perform the Services in a manner substantially equivalent to the Services provided by RGI in all material respects provided that GSK shall pay RGI for such continued Services pursuant to the agreed fees. (e) Notwithstanding anything to the contrary set forth in this Master Agreement, Warranties and Covenants by Cyclerionwith respect to any license or rights granted to GSK to RGI intellectual property or RGI Confidential Information pursuant to Sections 13.6(a), Article IV (Compensation13.6(c), Article V 15.6 or 16.6, GSK shall make reasonable best efforts to ensure that the use of such RGI intellectual property rights or RGI Confidential Information by any GSK Affiliate or any Third Party shall be limited to the scope of the license or other rights granted to GSK hereunder and such RGI intellectual property rights or RGI Confidential Information is only used as necessary for GSK to continue the Services or exploit the Services (Proprietary Rightsincluding obtaining appropriate written covenants to such effect from any Third Party sublicensees), Article VI (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will survive any such termination or expiration.

Effect of Termination or Expiration. Upon any termination or expiration of this Agreement, neither Cyclerion nor Ironwood ; the following provisions shall have any further obligations under this Agreement, except thatapply: (a) Cyclerion Termination or expiration of this Agreement shall deliver not release either Party from the obligation to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession make payment of all amounts then or control thereafter due and all Deliverables developed through termination or expiration;payable to the other Party hereunder. (b) No later than thirty (30) days after The licenses granted to CIBA Vision hereunder shall terminate on the effective date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting; (c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expiredtermination; provided, however, that notwithstanding any such termination or expiration, CIBA Vision and its Sublicensees shall have the receiving Party right to sell any remaining inventory of the other Party’s Confidential Information may retain one (1) copy Licensed Products in the separate files ordinary course of such receiving Party’s legal counsel solely for legal compliance purposes business and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, that notwithstanding anything to contrary herein, all retained Confidential Information shall continue to be subject to the confidentiality payment of royalties hereunder. CIBA Vision shall transfer to MGI all Marketing Authorizations, Health Registration Dossiers and non-use obligations set forth herein. Upon any other materials prepared for purposes of or in connection with applications for Marketing Authorization in the Disclosing Party’s requestTerritory, an authorized Representative whether or not such materials shall have been submitted to any Competent Authority, as promptly as possible, and shall take such other steps as may be necessary or useful in order to permit MGI to pursue each existing application or a substitute application with the minimum possible loss of the receiving Party lead-time acquired by reason of CIBA Vision's application. In addition, within sixty (60) days after the termination or expiration of this Agreement, CIBA Vision shall furnish MGI with a list of all of CIBA Vision's customers to whom it sold Licensed Products in the last year prior to such termination. (c) Subject to its rights to sell remaining inventory, upon any termination or expiration, CIBA Vision shall cease and desist from use of the other Party’s Confidential Information shall certify Trademark in any manner. CIBA Vision hereby grants to MGI in the event of such receiving Party’s compliance termination or expiration, full power of attorney, with this Section 9.3(c)the right of substitution, to cancel, revoke or withdraw any governmental registration or authorization permitting CIBA Vision to use the Trademark in the Territory and agrees to provide such further documentation and assistance as MGI may reasonably request in connection therewith. (d) The terms, conditions Parties' respective rights and obligations under Article III 6 (Representations, Warranties Indemnification) shall survive termination or expiration of this Agreement. The Parties' respective rights and Covenants by Cyclerion), obligations under Article IV (Compensation), Article V (Proprietary Rights), Article VI 7 (Confidentiality), Article VIII (Indemnification; Limitation on Liability; Insurance), Section 9.3 (Effect of Termination or Expiration) and Section 10.11 (Governing Law) will shall survive any such termination or expirationexpiration for a period of three (3) years following expiration of this Agreement. (e) Such termination shall be without prejudice to any other remedies to which the Parties may be entitled in respect of breach of this Agreement.