Common use of Accrued Rights; Surviving Obligations Clause in Contracts

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more country(ies)) or other jurisdiction(s) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.3.2 (Termination of Sublicenses), Section 4.5 (Mode of Payments; Offsets), Section 4.6 (Withholding Taxes), Section 4.7 (Indirect Taxes), Section 4.9 (Interest on Late Payments), Section 4.10 (Financial Records), Section 5.1 (Ownership of Intellectual Property), Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survival), and ARTICLE 9 (Indemnity), ARTICLE 10 (Term and Termination) and ARTICLE 11 (Miscellaneous) of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and for the avoidance of doubt all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406

Accrued Rights; Surviving Obligations. Termination 13.8.1 Except as otherwise expressly provided herein, termination or expiration of this Agreement (either in its entirety or with respect to one or more country(ies)) Terminated Products or other jurisdiction(sTerminated Targets) for any reason in accordance with the provisions hereof shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expirationexpiration and shall not limit remedies that may otherwise be available in law or equity. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.3.2 3.5.1(d) (Termination of Sublicenseswith respect to the rights granted to Licensor thereunder), Section 4.5 6.2 (Mode solely in the case of Payments; Offsetsexpiration, but not termination), Section 4.6 6.3 (Withholding Taxesbut solely in the event of termination of this Agreement by AGT pursuant to Section 13.3 or by Licensor pursuant to Section 13.2, Section 13.4, or Section 13.6, or expiration of this Agreement), Section 4.7 6.7, Sections 7.6 through 7.10 and Section 7.12 (Indirect Taxessolely with respect to payment obligations arising before termination), Section 4.9 (Interest on Late Payments)8.1, Section 4.10 (Financial Records)8.2.3, Section 5.1 (Ownership of Intellectual Property)11.5, Section 7.1 (Confidentiality Obligations)13.1.2, Section 7.2 13.7 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survivalas applicable), and this Section 13.8, and ARTICLE 9 (Indemnity)1, ARTICLE 9, ARTICLE 10 (Term and Termination) for the period set forth in Section 10.7), ARTICLE 12, and ARTICLE 11 (Miscellaneous) 14 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory Product or Terminated Target, but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory Product or Terminated Target (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory Product and be of no further force and effect (and and, for the avoidance purposes of doubt clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory AGT Targets other than the Terminated TerritoryTargets). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more country(ies)) or other jurisdiction(s) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.3.2 (Termination of Sublicenses), Section 4.5 (Mode of Payments; Offsets), Section 4.6 (Withholding Taxes), Section 4.7 (Indirect Taxes), Section 4.9 (Interest on Late Payments), Section 4.10 (Financial Records), Section 5.1 (Ownership of Intellectual Property), Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survival), and ARTICLE 9 (Indemnity), ARTICLE 10 (Term and Termination) and ARTICLE 11 (Miscellaneous) the following terms of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated : ARTICLE 1 (Definitions); Section 6.2 (Milestones) (solely with respect to amounts accrued prior to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions effective date of this Agreement shall remain in effect termination); Section 6.3 (Royalties) (solely with respect to the Terminated Territory (amounts accrued prior to the extent they would survive effective date of termination); Section 6.5 (Royalty Payments and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement Reports) (solely with respect to amounts accrued prior to the Terminated Territory and be effective date of no further force and effect termination); Section 6.6 (and for the avoidance Mode of doubt all provisions of this Agreement shall remain in effect Payment) (solely with respect to all countries in amounts accrued prior to the Territory other than effective date of termination); Section 6.8 (Taxes) (solely with respect to amounts accrued prior to the Terminated Territoryeffective date of termination). ****Text Omitted ; and Filed Separately Section 6.9 (Interest on Late Payments) (solely with respect to amounts accrued prior to the Securities effective date of termination); Section 6.10 (Financial Records) (for the time period set forth therein); Section 6.11 (Audit) (for the time period set forth therein); Section 7.1 (Ownership of Intellectual Property); ARTICLE 8 (Confidentiality; Press Release); ARTICLE 10 (Indemnity); Section 11.1 (Term and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Expiration) (with respect to only the last sentence upon expiration but not termination); Section 230.40611.4 (Consequences of Termination); Section 11.6 (Survival of Sublicenses); Section 11.7 (Remedies); this Section 11.8 (Accrued Rights; Surviving Obligations); and Section 12.6 (Governing Law) through Section 12.17 (Counterparts).

Accrued Rights; Surviving Obligations. 12.10.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies)) or other jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.6 [***]; 3.8.5 (solely for the purposes, and in accordance with the time periods, set forth therein); 4.6.1 (with respect to any amounts incurred prior to the effective date of termination and subject to reimbursement by AbbVie); 6.2 through 6.6 (with respect to payments for milestone events or Net Sales occurring prior to the effective date of termination); Sections 6.7 through 6.13; Sections 7.1.1 through 7.1.4 (with respect to Patents and Know-How conceived, discovered, developed, or otherwise made prior to expiration or termination of this - 67 – Agreement); Section 3.3.2 7.9 (Termination with respect to information exchanged prior to the effective date of Sublicensestermination); Sections 11.1 through 11.5; 12.1.2 and the grants referenced therein (with respect to expiration, but not termination, of this Agreement), Section 4.5 12.5 through 12.8 (Mode with respect to termination, but not expiration, of Payments; Offsetsthis Agreement and in accordance with the time periods set forth therein), Section 4.6 12.10, 13.2, 13.3 through 13.13, and 13.15 through 13.20 of this Agreement shall survive the termination or expiration of this Agreement for any reason (Withholding Taxes), Section 4.7 (Indirect Taxes), Section 4.9 (Interest on Late Payments), Section 4.10 (Financial Records), Section 5.1 (Ownership of Intellectual Property), Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survivalunless the reason is expressly limited therein), and ARTICLE 9 Articles 1 (Indemnity), ARTICLE 10 (Term and Terminationto the extent used in other surviving provisions) and ARTICLE 11 (Miscellaneous) 9 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and and, for the avoidance purposes of doubt clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more country(ies)) or other jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.3.2 ARTICLE 1 (Termination of SublicensesDefinitions), Section 4.5 2.5 (Mode of Payments; OffsetsRecords) (for the time period set forth therein), Section 4.6 2.7.3 (Withholding TaxesReturn or Destruction of Materials), Section 4.7 7.5.6 (Indirect TaxesExpiration of Program Payment Term), Section 4.9 7.10.1 (Interest on Late PaymentsResearch Plan Costs) (for the time period set forth therein), Section 4.10 7.10.2 (Financial Xxxxxxx Records) (for the time period set forth therein), Section 5.1 7.10.5 (Confidentiality), Section 8.1 (Ownership of Intellectual PropertyProperty Rights), ARTICLE 9 (Confidentiality and Non-Disclosure) (for the time period set forth therein), Section 7.1 10.3.5, ARTICLE 11 (Confidentiality Indemnity), Section 12.1 (Term), Section 12.7 (Effects of Termination), Section 12.8 (Remedies), Section 12.9 (Effects of Expiration), this Section 12.10 (Accrued Rights; Surviving Obligations), Section 7.2 ARTICLE 13 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (SurvivalDispute Resolution), and ARTICLE 9 (Indemnity), ARTICLE 10 (Term and Termination) and ARTICLE 11 14 (Miscellaneous) of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the a country, other jurisdiction or a Terminated Territory but not in its entirety, then following such termination termination, the foregoing provisions of this Agreement shall remain in effect with respect to the such country, other jurisdiction or Terminated Territory Territory, as applicable, (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), ) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the such country, other jurisdiction or Terminated Territory and be of no further force and effect (and and, for the avoidance purposes of doubt clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the such country, other jurisdiction or Terminated Territory). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406.

Accrued Rights; Surviving Obligations. 13.10.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies)) or other jurisdiction(s) or with respect to a Terminated Target) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, the last sentence of Section 3.3.2 (Termination of Sublicenses2.2, Sections 2.3.2, 3.6, 4.6, 4.8.1(b), Section 4.5 4.8.2, and Sections 4.10 and 6.10 (Mode of Payments; Offsetsin accordance with the time periods set forth therein), Section 4.6 Sections 7.8 through 7.15, Sections 8.1.1 through 8.1.4 (Withholding Taxeswith respect to any writing, conception, discovery, development or making that occurred prior to expiration or termination of this Agreement), Sections 12.1 through 12.5, Sections 13.5 and 13.10, subparagraph (iii) of Section 4.7 (Indirect Taxes)14.2.2, Section 4.9 (Interest on Late Payments)Sections 14.3, Section 4.10 (Financial Records)14.5 through 14.12, Section 5.1 (Ownership of Intellectual Property)14.14, Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survival), 14.17 and 14.18 and ARTICLE 9 (Indemnity), 1 and ARTICLE 10 (Term and Terminationother than Section 10.5) and ARTICLE 11 (Miscellaneous) of this Agreement shall survive the termination or expiration of this Agreement for any reason, Sections 13.6 and 13.9 shall survive termination of this Agreement but not expiration, and Sections 13.1.1 and Sections 6.1 and 6.3 shall survive expiration of this Agreement but not termination. If this Agreement is terminated with respect to the Terminated Territory or a Terminated Target but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory or Terminated Target, as applicable (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory or Terminated Target, as applicable, and be of no further force and effect (and and, for the avoidance purposes of doubt clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated TerritoryTerritory or with respect to the Accepted Target other than the Terminated Target). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies)) or other jurisdiction(s) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.3.2 Sections 4.1.4 (Termination of Sublicensesexcept last sentence), Section 4.5 4.3.3 (Mode of Payments; Offsetsexcept last sentence), 7.10, 7.11, 7.12, 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.1.6, 9.1, 9.2, 9.3, 9.6, 12.1, 12.3, 12.4, 12.5 and this Section 4.6 (Withholding Taxes)12.6 and Articles 1, Section 4.7 (Indirect Taxes), Section 4.9 (Interest on Late Payments), Section 4.10 (Financial Records), Section 5.1 (Ownership of Intellectual Property), Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survival), 11 and ARTICLE 9 (Indemnity), ARTICLE 10 (Term and Termination) and ARTICLE 11 (Miscellaneous) 13 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), entirety or as otherwise necessary for any of AstraZeneca and its Affiliates and its and their (sub)licensees to exercise their rights in the Terminated Territory) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and for the avoidance of doubt all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory). ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406.