Expiring Agreements Clause Samples
The Expiring Agreements clause defines the terms and conditions under which an agreement will automatically end after a specified period or upon reaching a predetermined date. Typically, this clause outlines the exact expiration date or the duration of the agreement, and may specify any actions required by either party as the expiration approaches, such as returning confidential materials or settling outstanding obligations. Its core practical function is to provide certainty regarding the agreement’s duration, ensuring both parties are aware of when their contractual obligations will cease and helping to prevent disputes over ongoing responsibilities.
Expiring Agreements. If, at the expiration of the existing Agreement, the City and District made equal financial contributions under that Agreement, then each party will equally contribute to the annual maintenance costs required under the renewed Agreement. If, however, at the expiration of the existing Agreement, the financial contribution of either party was greater, then the party who contributed the lesser amount will be solely responsible for the payment of all maintenance costs under the renewed Agreement. That party will be solely responsible for the payments until the cost differential has been eliminated. If financial parity is reached prior to the expiration of an existing agreement, that agreement shall be immediately amended to reflect a 50/50 shared maintenance.
Expiring Agreements. For the purpose of renegotiating an expiring Agreement, the financial contribution of each party shall be determined by one of two methodologies depending upon when the Agreement was entered into.
Expiring Agreements. (a) Lilly has provided complete and accurate executed copies of the Expiring Agreements to ViroPharma. Subject to the terms and conditions set forth herein, as of the Closing Date, ViroPharma hereby grants to Lilly a limited, non-exclusive license to sublicense the Assigned Patents, the Licensed Technology, the Assigned Trademarks and the Assigned Copyrights, together with, the right to reference the Discontinued NDAs (to the extent necessary) to the Expiring Party pursuant to the Expiring Agreements, solely to the extent required for Lilly to meet its obligations to the Expiring Party thereunder and solely for the term of the Expiring Agreements. Lilly has not consented to any sublicenses by the Expiring Party under the Expiring Agreements and Lilly shall not provide the Expiring Party with the consent to sublicense any of these rights thereunder without the prior written consent of ViroPharma. Pursuant to a letter of termination provided to the Expiring Party from Lilly on December 19, 2003, Lilly has terminated the Expiring Agreements effective as of December 31, 2005. Lilly shall take no action to amend the Expiring Agreements, including, without limitation, extending the Expiring Agreements beyond December 31, 2005; provided that Lilly reserves the right to terminate the Expiring Agreements anytime prior to December 31, 2005.
(b) Lilly shall diligently enforce any and all obligations of the Expiring Party under the Expiring Agreements, including, without limitation, the quality control provisions and trademark usage standards. Without limiting the generality of the foregoing, all products featuring any of the Assigned Trademarks must be manufactured, labeled, sold, distributed and advertised in accordance with the applicable specifications set forth in the relevant NDA and all Applicable Laws.