Common use of Consequences of Termination or Expiration Clause in Contracts

Consequences of Termination or Expiration. (a) In the event of Licensor’s termination of this Agreement pursuant to Article X, Licensee shall take all steps that are reasonably requested by Licensor in order to mitigate the potential negative impact to Licensor or its Affiliates resulting from the circumstances that gave rise to such termination, including issuing a press release or other public statement clarifying that Licensor and Licensee are not affiliated companies and that Licensor has no equity interests in or control rights with respect to Licensee. (b) With respect to each use of the Pluto Licensed Marks, upon and after the earlier of (a) the expiration or termination of this Agreement with respect to the Pluto Licensed Marks or (b) the expiration of the applicable Term with respect to such use, as applicable: (i) all rights granted to Spinco hereunder will revert to Pluto; (ii) Spinco shall cease all uses of the Pluto Licensed Marks and Spinco shall remove all uses of the Pluto Licensed Marks from or otherwise destroy any materials bearing the Pluto Licensed Marks; and (iii) Spinco shall cooperate with Pluto in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Pluto, Spinco shall confirm in writing that it is in compliance with this Section 11.1. (c) With respect to each use of the Spinco Word ▇▇▇▇, upon and after the termination of this Agreement with respect to the Spinco Word ▇▇▇▇: (i) all rights granted to Pluto hereunder will revert to Spinco; (ii) Pluto shall cease all uses of the Spinco Word ▇▇▇▇ and Pluto shall remove all uses of the Spinco Word ▇▇▇▇ from or otherwise destroy any materials bearing the Spinco Word ▇▇▇▇; and (iii) Pluto shall cooperate with Spinco in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Spinco, Pluto shall confirm in writing that it is in compliance with this Section 11.1.

Consequences of Termination or Expiration. (a) In Expiration or termination of this Agreement, in part or in its entirety, shall be without prejudice to any rights which shall have accrued to the event benefit of Licensor’s either Party prior to such expiration or termination. Expiration or termination of this Agreement pursuant to Article X, Licensee shall take all steps that are reasonably requested by Licensor in order to mitigate not relieve the potential negative impact to Licensor or its Affiliates resulting from the circumstances that gave rise Parties of any obligation accruing prior to such expiration or termination, including issuing a press release or other public statement clarifying that Licensor and Licensee are not affiliated companies and that Licensor has no equity interests in or control rights with respect to Licensee. (b) With respect to each Upon the termination of this Agreement, the licenses and other grants of rights (and related obligations), together with all sublicenses granted, under this Agreement immediately terminate and the Licensee, its Affiliates and any and all Sublicensees shall immediately cease use of the Pluto Licensed MarksTrademarks. Notwithstanding the foregoing, upon the Licensee may continue to Commercialize Products bearing the Product Marks that were Manufactured or part of the Licensee’s existing inventory prior to the date of any termination of the Agreement (the “Termination Date”) for a period of eighteen (18) months (the “Sell-Off Period”), including completing and after distributing any orders for any Products placed by its customers prior to the earlier Termination Date. For clarity, the foregoing shall not be construed to limit the Licensee’s obligations under Article III and Appendix I of the IP Licence Agreement. (ac) Upon the expiration or termination of this Agreement with respect Agreement, the Recipient shall, and shall instruct any Affiliate or Third Party service provider who is in possession of Confidential Information to return to the Pluto Licensed Marks Disclosing Party or destroy all of such Confidential Information (b) at the expiration election of the applicable Term with respect to such useDisclosing Party), as applicable: (i) all rights granted to Spinco hereunder will revert to Pluto; (ii) Spinco shall cease all uses of and, if requested in writing by the Pluto Licensed Marks and Spinco shall remove all uses of the Pluto Licensed Marks from or otherwise destroy any materials bearing the Pluto Licensed Marks; and (iii) Spinco shall cooperate with Pluto in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from PlutoDisclosing Party, Spinco shall confirm certify in writing that it is in compliance with this Section 11.1. (c) With respect to each use any destruction requested by the Disclosing Party has taken place. Notwithstanding the foregoing, the Recipient may retain a copy of the Spinco Word ▇▇▇▇, upon and after the termination of this Agreement with respect Confidential Information to the Spinco Word ▇▇▇▇: (i) all rights granted extent required by applicable Law and may also retain copies of any computer records and files containing any Confidential Information that have been created pursuant to Pluto hereunder will revert to Spincoautomatic archiving and back-up procedures; (ii) Pluto provided that the Recipient shall cease all uses maintain the confidentiality of each of the Spinco Word ▇▇▇▇ and Pluto shall remove all uses of the Spinco Word ▇▇▇▇ from or otherwise destroy any materials bearing the Spinco Word ▇▇▇▇; and (iii) Pluto shall cooperate with Spinco in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Spinco, Pluto shall confirm in writing that it is in compliance with this Section 11.1foregoing.

Consequences of Termination or Expiration. (a) Upon a termination by Myriad: (i) due to a breach by Licensor, all of Licensor's right, title and interest in and to the Licensor Patents shall immediately revert to LLUMC and this Agreement shall remain in full force and effect. In addition, in the event of such a termination, Myriad agrees to be bound to LLUMC as licensor under the terms and conditions of this Agreement; provided, however, that Myriad -------- ------- and LLUMC shall promptly negotiate and enter into a license agreement which will contain the same rights and obligations for Myriad, as "Myriad," and for LLUMC, as "Licensor’s ," as are provided in Article III (except that Section 3.5 shall be deleted), Article IV and Article VII hereof, and which shall include such other changes to the remainder of this Agreement as are necessary to substitute LLUMC for Licensor hereunder. Myriad, Licensor and LLUMC agree to execute and deliver such documents as Myriad and LLUMC shall determine to be necessary or convenient to give effect to this Section; and (ii) pursuant to Section 7.3, this Agreement and all rights and licenses granted hereunder shall terminate. (b) Upon a termination by Licensor due to a breach by Myriad, this Agreement and all rights and licenses granted hereunder shall terminate. (c) Upon a termination of this Agreement pursuant to Article XSection 7.4(a)(ii) or Section 7.4(b), Licensee the parties shall take enter into good faith negotiations towards the price at which Myriad will transfer all steps of its right, title and interest in and to all Regulatory Documentation to Licensor; provided, however, that are reasonably requested by Licensor in order such price shall not exceed an amount equal to mitigate the potential negative impact to Licensor or its Affiliates resulting from the circumstances that gave rise to such termination, including issuing a press release or other public statement clarifying that Licensor and Licensee are not affiliated companies and that Licensor has no equity interests in or control rights with respect to Licensee. (b) With respect to each use [ ] -------- ------- of the Pluto Licensed Marksinternal and external cost and expense incurred by Myriad in developing such Regulatory Documentation. Such agreement shall contain commercially reasonable terms for the timing, upon method and after the earlier of (a) the expiration or termination of this Agreement with respect form in which such Regulatory Documentation shall be provided to the Pluto Licensed Marks or (b) the expiration of the applicable Term with respect to Licensor. Licensor shall be responsible for Myriad's reasonable costs and expenses incurred in making such use, as applicable: (i) all rights granted to Spinco hereunder will revert to Pluto; (ii) Spinco shall cease all uses of the Pluto Licensed Marks and Spinco shall remove all uses of the Pluto Licensed Marks from or otherwise destroy any materials bearing the Pluto Licensed Marks; and (iii) Spinco shall cooperate with Pluto in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Pluto, Spinco shall confirm in writing that it is in compliance with this Section 11.1transfer. (c) With respect to each use of the Spinco Word ▇▇▇▇, upon and after the termination of this Agreement with respect to the Spinco Word ▇▇▇▇: (i) all rights granted to Pluto hereunder will revert to Spinco; (ii) Pluto shall cease all uses of the Spinco Word ▇▇▇▇ and Pluto shall remove all uses of the Spinco Word ▇▇▇▇ from or otherwise destroy any materials bearing the Spinco Word ▇▇▇▇; and (iii) Pluto shall cooperate with Spinco in the filing of any necessary documents with any Governmental Authorities to reflect the termination of the license or to cancel any registered use or equivalent thereof. Upon written request from Spinco, Pluto shall confirm in writing that it is in compliance with this Section 11.1.