Common use of Effect of Expiration or Termination; Survival Clause in Contracts

Effect of Expiration or Termination; Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including without limitation the obligation to pay royalties for Product(s) or Collaboration Compound sold prior to such expiration termination. The provisions of Article 4 shall survive the expiration or termination of this Agreement and shall continue in effect for ten (10) years. In addition, the provisions of the following Articles and Sections shall survive expiration or termination of this Agreement. Article 1 (Definitions) Section 3.4 (Negative Covenants; No Implied Licenses)* Section 3.6 (Disclosure Regarding Merck Efforts)* Section 5.6 (Reports; Payment of Royalty)*† Section 5.7 (Audits)*† Section 5.8 (Payment Exchange Rate)*† Section 5.9 (Income Tax Withholding)*† Section 5.10 [***] Section 6.3 (Disclaimer) Section 6.4 (Limitation of Liability) Article 7 (Intellectual Property)* Article 9 (Term and Termination) Article 10 (Indemnification) *** Confidential Treatment Requested Article 11 (Miscellaneous) * If and for so long as Merck retains any [***] pursuant to Section 9.3.2(a) or 11.2.3. † With respect to any payment obligation that accrues either: (a) prior to expiration or termination; or (b) as a result of Merck's exercise of any [***] pursuant to Section 9.3.2(a) or 11.2.3.

Effect of Expiration or Termination; Survival. Expiration Any expiration or termination of this Agreement (a) shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement and (b) shall be without prejudice to the rights of either Party against the other Party accrued or accruing under this Agreement prior to such expiration or termination, including without limitation the obligation to pay royalties for Product(s) or Collaboration Compound any Licensed CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Products sold prior to such expiration or termination. The If this Agreement expires or is terminated with respect to any Licensed Products, the following provisions of Article 4 shall survive the with respect to such Licensed Products: Sections 1 (Definitions), 8 (Certain Financial Terms), 9.1 (Nondisclosure Obligations), 10.2 (Warranty Disclaimer), 11 (Indemnification; Limitation of Liability; Insurance), 12.1 (Inventorship), 12.2 (Ownership), 13.1 (Term), 13.3 (Effect of Termination; Alternative Remedy), and 13.4 (Effect of Expiration or Termination; Survival) and 15 (Miscellaneous). Section 8.3.4 (Royalty Floor) shall survive any termination or expiration or termination of this Agreement and shall continue in effect for ten with respect to royalties accruing prior to such termination or expiration. Section 8 (10Certain Financial Terms) years. In addition, the provisions of the following Articles and Sections shall survive expiration or termination of this Agreement. Article 1 (Definitions) Section 3.4 (Negative Covenants; No Implied Licenses)* Section 3.6 (Disclosure Regarding Merck Efforts)* Section 5.6 (Reports; Payment of Royalty)*† Section 5.7 (Audits)*† Section 5.8 (Payment Exchange Rate)*† Section 5.9 (Income Tax Withholding)*† Section 5.10 [***] Section 6.3 (Disclaimer) Section 6.4 (Limitation of Liability) Article 7 (Intellectual Property)* Article 9 (Term and Termination) Article 10 (Indemnification) *** Confidential Treatment Requested Article 11 (Miscellaneous) * If and for so long as Merck retains any [***] pursuant to royalties are due under this Agreement plus three (3) years. Except as otherwise set forth in this Section 9.3.2(a) 13, upon termination or 11.2.3. † With expiration of this Agreement in its entirety (i.e., with respect to any payment obligation that accrues either: (a) prior to expiration or termination; or (b) as a result all Licensed Products), all rights and obligations of Merck's exercise of any [***] pursuant to Section 9.3.2(a) or 11.2.3the Parties under this Agreement shall cease.

Effect of Expiration or Termination; Survival. Expiration Any expiration or termination of this Agreement (a) shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement and (b) shall be without prejudice to the rights of either Party against the other Party accrued or accruing under this Agreement prior to such expiration or termination, including without limitation the obligation to pay royalties for Product(s) or Collaboration Compound any Global AT3 Licensed Product sold prior to such expiration or termination. The If this Agreement expire or are terminated with respect to any Global AT3 Licensed Product, the following provisions of Article 4 shall survive with respect to such Global AT3 Licensed Product: (a) Sections 1 (Definitions), 9.3 (Warranty Disclaimer), 10.1 (Inventorship), 10.2 (Ownership), 11.3 (Effect of Termination), and 11.4 (Effect of Expiration or Termination; Survival), 13 (Performance of Affiliates) of this Agreement, and (b) Sections 1 (Definitions), 7 (Confidentiality and Publication), 9 (Royalty Reports; Payments; Audits), 10 (Indemnification; Limitation of Liability; Insurance), 12 (Term and Termination) and 13 (Miscellaneous) of the Master Agreement. Section 8.2.7 (Royalty Floor) shall survive any termination or expiration of this Agreement with respect to royalties accruing prior to such termination or expiration. Section 9 of the Master Agreement (Royalty Reports; Payments; Audit) shall survive for so long as any royalties are due under this Agreement plus [***] years. Except as otherwise set forth in this Section 11, upon termination or expiration of this Agreement in their entirety (i.e., with respect to all Global AT3 Licensed Products), all rights and obligations of the Parties under this Agreement shall cease, but, for clarity, such expiration or termination of this Agreement and shall continue not result in effect for ten (10) years. In addition, the provisions termination or expiration of the following Articles and Sections shall survive expiration or termination of this Agreement. Article 1 (Definitions) Section 3.4 (Negative Covenants; No Implied Licenses)* Section 3.6 (Disclosure Regarding Merck Efforts)* Section 5.6 (Reports; Payment of Royalty)*† Section 5.7 (Audits)*† Section 5.8 (Payment Exchange Rate)*† Section 5.9 (Income Tax Withholding)*† Section 5.10 Master CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] Section 6.3 (Disclaimer) Section 6.4 (Limitation ]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. ALN-AT3 Global License Terms Agreement or any License Terms. Upon termination or expiration of Liability) Article 7 (Intellectual Property)* Article 9 (Term and Termination) Article 10 (Indemnification) *** Confidential Treatment Requested Article 11 (Miscellaneous) * If and for so long as Merck retains any [***] pursuant to Section 9.3.2(a) or 11.2.3. † With this Agreement with respect to any payment obligation that accrues either: (a) prior particular Global AT3 Licensed Product, all rights and obligations of the Parties under this Agreement with respect to such Global AT3 Licensed Product shall cease, but such termination or expiration or termination; or (b) as a result of Merck's exercise of shall not affect the Parties’ rights and obligations under this Agreement with respect to any [***] pursuant to Section 9.3.2(a) or 11.2.3other Global AT3 Licensed Product.

Effect of Expiration or Termination; Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including without limitation the obligation to pay royalties for Product(s) or Collaboration Compound sold prior to such expiration termination. The provisions of Article 4 shall survive the expiration or termination of this Agreement and shall continue in effect for ten (10) years. In addition, the provisions of the following Articles and Sections shall survive expiration or termination of this Agreement. Article 1 (Definitions) Section 3.4 (Negative Covenants; No Implied Licenses)* Section 3.6 (Disclosure Regarding Merck Efforts)* Section 5.6 (Reports; Payment of Royalty)*† Section 5.7 (Audits)*† Section 5.8 (Payment Exchange Rate)*† Section 5.9 (Income Tax Withholding)*† Section 5.10 [***] Section 6.3 (Disclaimer) Section 6.4 (Limitation of Liability) Article 7 (Intellectual Property)* Article 9 (Term and Termination) Article 10 (Indemnification) *** Confidential Treatment Requested Article 11 (Miscellaneous) * If and for so long as Merck retains any [***] pursuant to Section 9.3.2(a) or 11.2.3]. † With respect to any payment obligation that accrues either: (a) prior to expiration or termination; or (b) as a result of Merck's exercise of any [***] pursuant to Section 9.3.2(a) or 11.2.3].