Post-Termination Consideration Clause Samples
Post-Termination Consideration. If this Agreement is terminated (1) pursuant to Section 16.2.7, (2) after the License Option Effective Date by either Party for any reason or (3) prior to the License Option Effective Date by AbbVie pursuant Section 16.2.1, Section 16.2.5 or Section 16.2.6:
(i) Voyager shall pay AbbVie a royalty of
(A) [**] percent ([**]%) of the Increased Rate if AbbVie terminates at any time pursuant to Section 16.2.1, Section 16.2.5 or Section 16.2.6, or
(B) [**] percent ([**]%) of the Increased Rate if this Agreement is terminated pursuant to Section 16.2.7 (other than as a result of a breach of Voyager of its obligations under Section 3.4, in which case Section 16.4.1(b)(i)(A) shall apply) or if, after the License Option Effective Date, Voyager terminates pursuant to Section 16.2.1, Section 16.2.2 or Section 16.2.5 or AbbVie terminates pursuant to Section 16.2.3, in each case ((A) and (B)), on Net Sales (with the same meaning as “Net Sales”, mutatis mutandis) of any Post-Termination Voyager Product (which, in each case, shall be deemed to be a “Licensed Product” for purposes of Net Sales) by Voyager, its Affiliates or sublicensees anywhere in world and the provisions of Section 10.3.1, Section 10.3.3, Section 10.4, Section 10.5, Section 10.6 and Section 10.7 and the defined terms therein shall apply, mutatis mutandis, with the references to “AbbVie” and “Voyager” switched and with each Post-Termination Voyager Compound and Post-Termination Voyager Product being deemed a Licensed Compound or Licensed Product, as applicable, and AbbVie Background Grantback Patent Rights and AbbVie Collaboration Grantback Patent Rights shall be deemed included in the list of Patent Rights for purposes of Section 10.4 and Section 10.5.1; provided that (x) the provisions with respect to the Base Tier shall not apply (including the example in Section 10.3.3), (y) the deductions pursuant to Section 10.5.3 shall apply solely with respect to (1) any Third Party license with respect to the AbbVie Grantback IP that are the subject of the license granted by AbbVie to Voyager pursuant to Section 16.4.1(a) or (2) any license entered into Voyager or any of its Affiliates after the effective date of termination; provided that, in either case ((1) or (2)), with respect to any license entered into by a Party to address an issue resulting from or connected to any breach by Voyager of its representations and warranties under Section 8.3 or Section 14.2 or its covenants in Section 14.3 or Section 14.4, Vo...
Post-Termination Consideration. In consideration for the restrictions set forth in Section 3(a), Employer shall provide, subject to Section 3(d) and solely if (1) Company elects to enforce Section 3 so as to prevent me from accepting employment with a third party, and (2) I have not breached the terms of this Agreement, (a) garden leave pay to me during the Restricted Period in an amount equal to fifty percent (50%) of my highest annualized base salary paid to me by Employer during the two (2) years preceding my termination or (b) other consideration as agreed in writing between me and Employer. It is agreed that Section 3 shall not apply to me if I am classified as a non-exempt employee (under the federal Fair Labor Standards Act 29 U.S.C. §§ 201 to 219), or if I have been discharged without cause or laid off. The following replaces Section 8(g):
Post-Termination Consideration