Common use of Obligations and Duties upon Termination Clause in Contracts

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 21 contracts

Samples: License Agreement (Denali SPAC Holdco, Inc.), Exclusive License Agreement, Exclusive License Agreement (Kala Pharmaceuticals, Inc.)

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Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology PATENT RIGHTS shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 3 contracts

Samples: Exclusive License Agreement (MDxHealth SA), Exclusive License Agreement (MDxHealth SA), License Agreement (Protea Biosciences Inc.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report Royalty Report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payablepayable sixty (60) days after the date of termination. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology granted by JHU shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such termination of this Agreement to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 2 contracts

Samples: License Agreement (BIND Therapeutics, Inc), License Agreement (BIND Therapeutics, Inc)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties the PARTIES shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties each PARTY shall cease any further use of the confidential information disclosed to the receiving party by Confidential Information received from the other partyPARTY. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party any PARTY to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s LICENSOR’S right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company termination, COMPANY shall submit a final royalty report to JHU LICENSOR and any royalty paymentspayments (if after first commercial sale of LICENSED PRODUCTS), fees, unreimbursed patent expenses and other financial compensation due JHU to LICENSOR shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology PATENT RIGHTS shall revert immediately to JHU LICENSOR at no cost to JHULICENSOR. Upon termination of this Agreement, any SUBLICENSEE(S) shall become with such SUBLICENSEE(S)’ agreement a direct licensee of JHULICENSOR, provided that JHU’s LICENSOR’S obligations to SUBLICENSEE(S) are no greater than JHU’s LICENSOR’S obligations to Company COMPANY under this Agreement. Company COMPANY shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHULICENSOR.

Appears in 2 contracts

Samples: License Agreement (Blue Water Vaccines Inc.), License Agreement (Blue Water Vaccines Inc.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the any obligation of either party to make any payments for party, including payment obligations, which it is liable shall have accrued prior to or upon such termination. Termination shall not affect JHU’s 's right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall may become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 2 contracts

Samples: License Agreement (Rosetta Genomics Ltd.), License Agreement (Rosetta Genomics Ltd.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s SDRMI right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report Royalty Report to JHU SDRMI and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU SDRMI shall become immediately payablepayable sixty (60) days after the date of termination. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology granted by SDRMI shall revert immediately to JHU SDRMI at no cost to JHUSDRMI. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHUSDRMI, provided that JHU’s SDRMI obligations to SUBLICENSEE(S) are no greater than JHU’s SDRMI obligations to Company under this Agreement. Company shall provide written notice of such termination of this Agreement to each SUBLICENSEE(S) with a copy of such notice provided to JHUSDRMI.

Appears in 1 contract

Samples: Exclusive License Agreement (Xcelthera, INC.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. FurthermoreNotwithstanding any other provision of this Agreement, upon termination of this Agreement, all rights any sublicenses granted in and to the licensed technology accordance with Paragraph 2.2 shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreementsurvive and, any SUBLICENSEE(S) upon request, each SUBLICENSEE shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement and that such SUBLICENSEE’S obligations to JHU shall be no greater than Company’s obligations to JHU under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: License Agreement (Unity Biotechnology, Inc.)

Obligations and Duties upon Termination. If this Agreement is terminatedterminated other than for the uncured material breach of JHU, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the any accrued obligations including without limitation any obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payablepayable and all Cell Lines and Licensed Technology shall be returned to JHU. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology Licensed IP shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(SSublicensee(s) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(SSublicensee(s) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(SSublicensee(s) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: Patent and Technology License And (Aduro Biotech, Inc.)

Obligations and Duties upon Termination. If this Agreement is terminatedterminated pursuant to Paragraphs 9.2(a) or 9.3, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s 's right to recover unpaid royalties, fees, royalties or fees or reimbursement for patent expenses, or other forms of financial compensation expenses incurred pursuant to Paragraph 4.1 prior to termination. Upon termination termination, Company shall submit a final royalty report to JHU and any royalty payments, fees, payments and unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable, and all tangible manifestations of KNOW-HOW shall be returned to the appropriate Inventors or destroyed. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology PATENT RIGHTS and KNOW-HOW shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: Exclusive License Agreement (Capricor Therapeutics, Inc.)

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Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s 's right to recover unpaid royalties, fees, reimbursement for patent expenses, expenses or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed un-reimbursed patent expenses and other financial compensation due JHU shall become immediately payable, and all BIOLOGICAL MATERIAL shall be returned to JHU Inventors or destroyed. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology including PATENT RIGHTS and BIOLOGICAL MATERIAL shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s 's obligations to SUBLICENSEE(S) are no greater than JHU’s 's obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: License Agreement (Proteonomix, Inc.)

Obligations and Duties upon Termination. If this Agreement is terminatedterminated or expires, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon expiration or termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination Expiration or termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such expiration or termination. Termination Expiration or termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to expiration or termination. Upon termination expiration or termination, Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon expiration or termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: Exclusive License Agreement (ImmunoCellular Therapeutics, Ltd.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s 's right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon receipt of written termination, JHU shall take affirmative steps to mitigate any further costs to Company. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: License Agreement (SignPath Pharma, Inc.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.. ​

Appears in 1 contract

Samples: Exclusive License Agreement (Kala Pharmaceuticals, Inc.)

Obligations and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the licensed technology shall revert immediately to JHU at no cost to JHU. Upon Notwithstanding any other provision of this Agreement, upon termination of this Agreement, any SUBLICENSEE(S) sublicenses granted in accordance with Paragraph 2.2 shall survive and, upon request, each SUBLICENSEE shall become a direct licensee of JHU, provided that JHU’s obligations to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement and that such SUBLICENSEE’S obligations to JHU shall be no greater than Company’s obligations to JHU under this Agreement. Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.

Appears in 1 contract

Samples: Exclusive License Agreement (Graybug Vision, Inc.)

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