Common use of Rights and Obligations on Termination Clause in Contracts

Rights and Obligations on Termination. (a) Termination by either Party pursuant to this Article shall not prejudice any other remedy that a Party might have. Termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. (b) Upon termination or expiration of this Agreement or by Crucell exercising either of its rights under Section 17.5 by either Party for any reason, at Crucell’s written request and option, BN and its Affiliates shall either: (i) destroy all Crucell Materials they have (Derivatives thereof) and destroy all documents containing Crucell Know How; or (ii) deliver and/or return to Crucell such Crucell Materials and Crucell Know How. (c) Upon termination of this Agreement by either Party for any reason, at BN’s written request and option, Crucell and its Affiliates shall either: (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; or (ii) deliver and/or return to BN such BN Materials and BN Know How. (d) In the event that this Agreement is terminated for any reason other than expiration of the Royalty Term, then all licenses granted by either Party hereunder shall immediately terminate with the sole exception of the license granted under Section 9.3, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, the Multivalent MVA-BN Vector and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which may be retained for archival purposes), except that a Party shall not be required to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from BN (which Crucell is entitled to retain pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (f) On the expiry of this Agreement pursuant to Section 17.1, all of the licenses granted hereunder become non-exclusive and royalty free and the Parties shall not be required to return Confidential Information to each other if this Agreement has expired in accordance with Article 17.1 and such information is required to continue the development of, or marketing of, Licensed Products.

Rights and Obligations on Termination. (a) Termination by either Party pursuant to this Article shall not prejudice any other remedy that a Party might have. Termination In the event of termination of this Agreement for any reason reason, the parties shall have the following rights and obligations: (a) Termination of this Agreement shall not release any Party hereto either party from any liability whichthe obligation to make payment of all amounts previously due and payable. (b) The terminating party shall have the right, at its option, to cancel any or all purchase orders that provide for delivery after the time effective date of termination. (c) Medtronic shall have the right, at its option, to require MacroPore to repurchase from Medtronic all of Medtronic's inventory of Products (excluding demonstration units and Products with less than 6 months shelf life remaining as of the effective date of termination) as of the termination date at MacroPore's invoiced price (and inclusive of any shipping charges or taxes, but net of any price adjustments, credits or other allowances) to Medtronic for such terminationProducts. Medtronic may exercise its option under this Section 12.3(c) by notifying MacroPore in writing no later than 30 days after the effective termination date. Medtronic shall be permitted to resell any such inventory of Products that MacroPore does not repurchase from Medtronic. (d) The parties' obligations pursuant to Articles 9, has already accrued to the 11 and 14 and Sections 3.6, 12.3, 12.4, and 15.1 hereof shall survive termination of this Agreement. All other Party or which is attributable to a period prior to such provisions of this Agreement shall terminate upon termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. (be) Upon termination expiration or expiration of this Agreement or by Crucell exercising either of its rights under Section 17.5 by either Party for any reason, at Crucell’s written request and option, BN and its Affiliates shall either: (i) destroy all Crucell Materials they have (Derivatives thereof) and destroy all documents containing Crucell Know How; or (ii) deliver and/or return to Crucell such Crucell Materials and Crucell Know How. (c) Upon termination of this Agreement by either Party for agreement, Medtronic shall use reasonable best efforts to transfer ownership to MacroPore of all Product authorizations, registrations, permits and approvals of any reasonkind with respect to Products and applications therefor, including without limitation, marketing approval applications, and other governmental approvals, registrations and the like, at BN’s written request MacroPore's cost and option, Crucell and its Affiliates shall either: (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; or (ii) deliver and/or return to BN such BN Materials and BN Know How. (d) In the event that this Agreement is terminated for any reason other than expiration of the Royalty Term, then all licenses granted by either Party hereunder shall immediately terminate with the sole exception of the license granted under Section 9.3expense, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, the Multivalent MVA-BN Vector shall execute such documents and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which perform such acts as may be retained for archival purposes)necessary, except that a Party shall not be required useful or convenient to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from BN (which Crucell is entitled to retain pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5perfect such transfer. (f) On the expiry For a period of one year following expiration or termination of this Agreement, neither party shall solicit or cause to be solicited for employment any employees of the other party; provided that, if this Agreement is terminated pursuant to Section 17.16.3, all MacroPore may, for a period of the licenses granted hereunder become non-exclusive 60 days from and royalty free after such termination, interview and the Parties shall not be required offer employment to return Confidential Information former MacroPore employees hired by Medtronic pursuant to each other if this Agreement has expired in accordance with Article 17.1 and such information is required to continue the development of, or marketing of, Licensed ProductsSection 8.1.

Rights and Obligations on Termination. Upon the termination of this Agreement from any cause:- ▇▇▇▇ will complete all orders from customers for the Products which it has accepted up to date of termination; IT will complete all orders for the Products which it has accepted from ▇▇▇▇ and ▇▇▇▇ shall send to IT a detailed inventory of its stock of the Products (athe "Unsold Stock"); Should ▇▇▇▇ so elect IT will repurchase the Unsold Stock owned by ▇▇▇▇ at a price equal to the cost of the same to ▇▇▇▇ (less any deductions reasonably made by reason of any damage including fair wear and tear thereto) Termination together with the expenses reasonably incurred by either Party pursuant ▇▇▇▇ in the transport and insurance for re-delivery of the same to IT, provided that if this Article Agreement shall have been terminated as a result of the default of ▇▇▇▇, the expenses of transport and insurance shall be borne by ▇▇▇▇; ▇▇▇▇ will return to IT or otherwise dispose of as IT may in writing direct and at CARL's expense all documents and records including, without limitation, all promotional literature, catalogues, and other documents relating to the Products or to the business of IT, and all copies thereof, in the possession or under the control of ▇▇▇▇; and the obligations of confidentiality in Clause 16 shall continue in full force and effect. ▇▇▇▇ shall not prejudice be entitled to any other remedy compensation or payment whatsoever in respect of the loss of its rights under Clause 19.1 provided that a Party might havenothing in this clause shall operate to exclude or restrict any claim that ▇▇▇▇ ▇▇▇ have for breach of obligations under this Agreement by IT. Termination of this Agreement for any reason (howsoever caused) shall not release affect the accrued rights or liabilities of either party to it. LIEN AND SET-OFF Without prejudice to any Party hereto from any liability whichother rights and remedies which IT may have under this Agreement, at IT shall in respect of all debts owed by ▇▇▇▇ to IT have a general lien on all goods and property belonging to ▇▇▇▇ in IT's possession and shall be entitled upon the time expiration of fourteen (14) days' notice to ▇▇▇▇ to dispose of such terminationgoods or property as IT thinks fit and to apply any proceeds of sale thereof towards the payment of such debts. IT shall be entitled to set off any sums owed by it to ▇▇▇▇ against any sums due and payable to IT hereunder. FORCE MAJEURE If the performance by either party of any of its obligations (other than the obligation to make payments hereunder) shall be in any way prevented, interrupted or hindered in consequence of an act of God, war, civil disturbance, strike, lock-out, cessation of work, combination of workmen or employees, legislation or restriction of any governmental or other authority, breakdown or interruption of transport, force majeure or any other circumstances beyond the control of such party the obligations of the party concerned shall be wholly or partially suspended during the continuance and to the extent of such prevention, interruption or hindrance. If a force majeure situation has already accrued continued for more than one hundred and eighty days (180) days, either party may terminate this Agreement by notice to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreementparty. (b) Upon termination or expiration of this Agreement or by Crucell exercising either of its rights under Section 17.5 by either Party for any reason, at Crucell’s written request and option, BN and its Affiliates shall either: (i) destroy all Crucell Materials they have (Derivatives thereof) and destroy all documents containing Crucell Know How; or (ii) deliver and/or return to Crucell such Crucell Materials and Crucell Know How. (c) Upon termination of this Agreement by either Party for any reason, at BN’s written request and option, Crucell and its Affiliates shall either: (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; or (ii) deliver and/or return to BN such BN Materials and BN Know How. (d) In the event that this Agreement is terminated for any reason other than expiration of the Royalty Term, then all licenses granted by either Party hereunder shall immediately terminate with the sole exception of the license granted under Section 9.3, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, the Multivalent MVA-BN Vector and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which may be retained for archival purposes), except that a Party shall not be required to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from BN (which Crucell is entitled to retain pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (f) On the expiry of this Agreement pursuant to Section 17.1, all of the licenses granted hereunder become non-exclusive and royalty free and the Parties shall not be required to return Confidential Information to each other if this Agreement has expired in accordance with Article 17.1 and such information is required to continue the development of, or marketing of, Licensed Products.

Rights and Obligations on Termination. (a) Termination by either Party pursuant If Purchaser fails or refuses to this Article satisfy the conditions set forth in Section 7.03(a) and (b) hereof and if Seller has timely satisfied all the conditions to Purchaser's obligation to close hereunder and is not in default hereunder, Seller, as its exclusive remedy therefor, shall be entitled to receive the Break-Up Fee and any Extension Fees (as defined in Section 7.01) as liquidated damages and not prejudice any other remedy that a Party might have. Termination of this Agreement penalty for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any Purchaser's breach of this Agreementhereof. (b) Upon termination If Seller fails or expiration refuses to satisfy the conditions set forth in Section 7.02(a) and (b) hereof and if Purchaser has timely satisfied all the conditions to Seller's obligation to close hereunder and is not in default hereunder, Purchaser shall be entitled to have the Break-Up Fee and any Extension Fees refunded and, in addition, shall have the right to either (i) bring claims for actual damages against the Seller for breaches of representations, warranties, covenants, or agreements made in this Agreement or by Crucell exercising either in any instrument or document executed in connection herewith, subject to the limitations of its rights under Section 17.5 by either Party for any reason4.01 hereof, at Crucell’s written request and option, BN and its Affiliates shall either: (i) destroy all Crucell Materials they have (Derivatives thereof) and destroy all documents containing Crucell Know How; or (ii) deliver and/or return to Crucell such Crucell Materials and Crucell Know Howseek enforcement of this Agreement at law or equity, including, without limitation, an action for specific performance of the terms of this Agreement by Seller. (c) Upon termination Any provisions of this Agreement to the contrary notwithstanding, if Purchaser exercises its right of termination due to non-satisfaction of the condition set forth in Section 7.02(g) relating to successful completion of the Sierra IPO, Seller shall be entitled to receive any Extension Fees and, in addition, to be reimbursed from the Break-up Fee for all fees and expenses incurred by either Party for any reason, at BN’s written request and option, Crucell and its Affiliates shall either: (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; or (ii) deliver and/or return Seller in connection with this transaction up to BN such BN Materials and BN Know Howa maximum of $20,000.00. (d) In Under no circumstances shall any party ever be entitled to recover exemplary or punitive damages in any action for the event that this Agreement is terminated for any reason other than expiration of the Royalty Term, then all licenses granted by either Party hereunder shall immediately terminate with the sole exception of the license granted under Section 9.3, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, the Multivalent MVA-BN Vector and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions construction or enforcement of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5or otherwise arising hereunder. (e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which may be retained for archival purposes), except that a Party shall not be required to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from BN (which Crucell is entitled to retain pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (f) On the expiry of this Agreement pursuant to Section 17.1, all of the licenses granted hereunder become non-exclusive and royalty free and the Parties shall not be required to return Confidential Information to each other if this Agreement has expired in accordance with Article 17.1 and such information is required to continue the development of, or marketing of, Licensed Products.

Rights and Obligations on Termination. (a) Termination by either Party pursuant to this Article shall not prejudice any other remedy that a Party might have. Termination of Except as otherwise provided in Section 8.2(b) below, if this Agreement for any reason is terminated as provided in Section 8.1, this Agreement shall not release forthwith become void, the Escrow Agent shall return the Deposit to the Purchaser, and there shall be no liability or obligation on the part of any Party hereto from any liability whichor their respective officers, at the time of such terminationdirectors, has already accrued to the other Party partners, members, shareholders, principals, agents or which is attributable to a period prior to such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreementrepresentatives. (b) Upon termination or expiration Notwithstanding the provisions of this Agreement or by Crucell exercising either of its rights under Section 17.5 by either Party for any reason, at Crucell’s written request and option, BN and its Affiliates shall either: 8.2(a) above: (i) destroy all Crucell Materials they have if this Agreement is terminated and abandoned pursuant to Section 8.1(c), due to a material breach or material default by the Purchaser under any of its express or implied covenants and obligations hereunder, then the Seller shall be entitled to: (Derivatives thereofA) the Deposit from the Escrow Agent and destroy all documents containing Crucell Know How; or (B) reimbursement from the Purchaser of the Accountants Fees, not to exceed $150,000.00 as full payment and liquidated damages, which shall be the Seller’s sole and exclusive remedy. (ii) deliver and/or return if this Agreement is terminated and abandoned pursuant to Crucell such Crucell Materials Section 8.1(b) due to a material breach or material default by the Seller under any of its express covenants and Crucell Know Howobligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance or reimbursement by the Seller and the Shareholder of its reasonable out-of-pocket costs not to exceed $100,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law and therefore is not entitled to specific performance or injunctive relief. (c) Upon termination Notwithstanding the provisions of Section 8.2(a) above, if the Transaction is terminated under Section 8.1(b) and the Seller is not in breach of this Agreement by either Party for any reasonAgreement, at BN’s written request and optionSection 8.1(d), Crucell and its Affiliates Section 8.1(f), Section 8.1(g), or Section 8.1(h), then the Seller shall either: be entitled to reimbursement of the Accountants Fees, not to exceed $150,000.00 (i) destroy all BN Materials they have (Derivatives thereof) and destroy all documents containing BN Know How; whether from the Escrow Fund via the Escrow Agent or (ii) deliver and/or return to BN such BN Materials and BN Know Howseparate reimbursement form Purchaser). (d) In The Parties acknowledge and agree that the event that rights and obligations set forth in this Agreement is terminated for Section 8.2 shall not in any reason other than expiration way affect or limit the respective rights and obligations of the Royalty TermParties that arise out of, then all licenses granted by either Party hereunder shall immediately terminate with and survive, the sole exception Closing of the license granted under Section 9.3Transaction, and then BN will be free to conclude licenses with any other entity concerning a Multivalent MVA Vector, including the Multivalent MVA-BN Vector and a Monovalent MVA Vector. The foregoing shall not apply to licenses granted to Crucell (which licenses to Crucell shall continue pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.56 above. (e) Upon any termination of this Agreement by one or both Parties for any reason, both Parties shall without undue delay return to the other all Confidential Information including Technology received from the other (except one copy of which may be retained for archival purposes), except that a Party shall not be required to return Confidential Information including Technology to the other for which it has been granted rights under this Agreement that continues after termination . The foregoing shall not apply to the Confidential Information received from BN (which Crucell is entitled to retain pursuant to the continuing provisions of this Agreement under Section 17.5) if Crucell exercises its CoC Option pursuant to Section 17.5. (f) On the expiry of this Agreement pursuant to Section 17.1, all of the licenses granted hereunder become non-exclusive and royalty free and the Parties shall not be required to return Confidential Information to each other if this Agreement has expired in accordance with Article 17.1 and such information is required to continue the development of, or marketing of, Licensed Products.