Common use of Effect of Expiration and Termination Clause in Contracts

Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. MN and its sublicensees shall have the right to sell or otherwise dispose of the stock of any Compound and Licensed Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 4, 5 and 6. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 7 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 7.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. In the event of termination of this Agreement in its entirety or for any country in the MN Territory by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3, MN shall, if requested to do so in writing by KR, grant a license to KR or its designee under the MN Intellectual Property Rights, all INDs, NDAs and other existing Regulatory Approval obtained by MN in the MN Territory or in the terminated countries of the MN Territory, as applicable, to make, have made, use and sell Compound and Licensed Product for the MS Indication on commercially reasonable terms to be negotiated in good faith between the Parties. In the event of termination of this Agreement in its entirety by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3 prior to the completion of a Phase 2 clinical trial on Licensed Product, the foregoing license from MN to KR shall be royalty-free. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Effect of Expiration and Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. MN and its Affiliates and sublicensees shall have the right to sell or otherwise dispose of the stock of any Compound and Licensed Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 4, 5 and 6. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 7 shall survive the expiration or termination of this Agreement and shall continue in effect during the term set forth in Section 7.1. In addition, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. In the event of termination of this Agreement in its entirety or for any country in the MN Territory by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3), MN shall, if requested to do so in writing by KR, grant a license to KR or its designee under the MN Intellectual Property Rights, all INDs, NDAs and other existing Regulatory Approval obtained by MN MN, its Affiliates or its sublicensees in the MN Territory or in the terminated countries of the MN Territory, as applicable, to make, have made, made use and sell Compound and Licensed Product for the MS Indication Product, on commercially reasonable terms to be negotiated in good faith between the Parties. In the event of termination of this Agreement in its entirety by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3 prior to the completion of a Phase 2 clinical trial on Licensed Product, the foregoing license from MN to KR shall be royalty-free. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Effect of Expiration and Termination. Expiration or termination of this the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. MN and its sublicensees shall have the right to sell or otherwise dispose of the stock of any Compound and Licensed Product subject to this Agreement then on hand or in process of manufacture, subject to Articles 4, 5 and 6. In addition to any other The provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Article 7 Sections [TO BE COMPLETED] and Articles [TO BE COMPLETED] shall survive the expiration or termination of the Agreement. Upon termination of this Agreement pursuant to Sections 8.2.2 or 8.2.3, and in the latter case, provided it is terminated as a result of a breach of a material obligation of PMC hereunder, all rights granted to PMC hereunder shall revert to CISTRON, PMC shall return the entire CISTRON Technology and all embodiments of such technology to CISTRON and shall continue cease any use of it forthwith. CISTRON shall have a right of first refusal on PMC's -42- 43 intellectual property rights pertaining to any PRODUCT that was developed by PMC at the date of termination (including PMC rights on Joint Inventions), and CISTRON and PMC shall negotiate in effect during good faith the term set forth in Section 7.1. In additionTerms and conditions of a license from PMC to CISTRON on such PMC's rights relating to such PRODUCT(S) provided, however, that such rights shall not include any intellectual property relating solely to antigens or to any compound other provision required than the FACTOR and provided, further, that PMC shall be under no obligation neither to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only provide any technical assistance nor to the extent required for the full observation and performance of this Agreementsupply any product or Biological Material. In the event that after termination and reversal of rights and/or license to CISTRON hereunder, CISTRON either alone or in collaboration with any Third-Party or through licenses and sub- licenses eventually commercialize a PRODUCT, CISTRON shall pay to PMC an amount equal to one half (50%) of any compensation received, either in kind or in cash, by CISTRON with respect to or in connection with such PRODUCT(S). Upon termination of this Agreement in its entirety or for any country in the MN Territory by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant 8.2.3 further to Section 9.3, MN shall, if requested to do so in writing by KR, grant a license to KR or its designee under the MN Intellectual Property Rights, all INDs, NDAs and other existing Regulatory Approval obtained by MN in the MN Territory or in the terminated countries of the MN Territory, as applicable, to make, have made, use and sell Compound and Licensed Product for the MS Indication on commercially reasonable terms to be negotiated in good faith between the Parties. In the event of termination of this Agreement in its entirety by MN pursuant to Section 9.2 (b) or termination of this Agreement by KR pursuant to Section 9.3 prior to the completion breach of a Phase 2 clinical trial on Licensed Productmaterial obligation of CISTRON hereunder, the foregoing license from MN to KR LICENSE shall be deemed terminated and replaced by a perpetual, fully paid-up, royalty-free. Except as expressly set forth herein, non-cancelable, exclusive and worldwide license to the rights CISTRON Technology to terminate as set forth herein shall be in addition PMC, with the right to all other rights and remedies available under this Agreement, at law, grant or in equity, or otherwise. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONmaintain sub-licenses.