Common use of Forfeit Clause in Contracts

Forfeit. If the parties have not reached agreement on the Royalties and Elpida does not exercise its Buyout Option by the Royalty Determination Date, then this Agreement shall terminate and the license from IM to Elpida set forth Section 3.5 (and any other licenses set forth in this Agreement) shall terminate. Within [*] days of such termination, Elpida shall return to IM or certify destruction of all Confidential Information provided to Elpida by IM or produced by Elpida based on CDP Developed Technology, except for Confidential Information incorporated in Elpida Inventions. Under this option, Elpida will not receive a refund for the Service fees paid up to the Royalty Determination Date and must pay the remaining CDP Fees and the HPC Workflow Subscription and Access Fees due under this Agreement. The full amount remaining in the CDP Fees and the HPC Workflow Subscription and Access Fees shall be invoiced by IM upon such termination and Elpida shall pay the full amount to IM within [*] days of the invoice date.