Common use of RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY Clause in Contracts

RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. ‌ 14.1 Upon termination or expiry of this Agreement in accordance with Clauses 13.5(e), 13.7, 13.9, 13.10 and/or 13.12, the Licensee shall immediately notify the Licensor and ViiV of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of ViiV, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive the Licensee of legal rights with respect to Product and Raw Materials. 14.2 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement, in particular, but without limitation, Clause 3 (subject to Clause 3.14), Clauses 6 (subject to Clause 6.11), 8.6, 9.2-9.5, 11.1, 15.5, 15.6, 15.7, 18, 21, 29 and the relevant provisions of this Clause 14. In addition, any other provisions required to interpret and enforce the parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties. Expiration or termination of this Agreement shall not affect any rights or remedies, obligations or liabilities of either Party that have accrued up to the date of termination or which later accrues from an act or omission which occurred prior to the expiration or termination date. 14.3 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches. 14.4 Subject to Clause 2.3, upon termination or expiry of this Agreement, the Licensee shall cease all exploitation of the Patents in relation to the Territory. 14.5 Upon termination or expiry of this Agreement, all outstanding sums due from the Licensee to ViiV under this Agreement shall become immediately payable to ViiV. 14.6 Upon termination or expiry of this Agreement, or at any time upon the request (whichever is the earliest), the receiving Party shall cease all use of Confidential Information disclosed to it under or in connection with this Agreement, and shall, at the disclosing Party’s cost and direction, promptly return to the disclosing Party all such Confidential Information (including all copies thereof), which is in tangible form (including electronic imaging), or destroy such Confidential Information and certify that all such Confidential Information has been destroyed, except that the Receiving Party shall be permitted to retain one (1) copy of the Confidential Information so that any continuing obligations may be determined.

RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY. ‌ 14.1 13.1 Upon early termination of this Agreement, the Parties will cooperate with one another to provide for an orderly wind-down of the transactions contemplated in this Agreement. All rights and licenses granted by Licensor to Licensee under this Agreement shall immediately terminate as of the effective date of termination or expiry expiration, and Licensee and its Affiliates, and any Third-Party manufacturers must immediately cease all use of Licensed Know-How and Licensed Patents and all marketing, sales, supply or distribution of the Licensed Product, except to the extent permitted in Section 13.2. 13.2 Upon early termination of this Agreement in accordance with Clauses 13.5(eSections 12.5(e), 13.712.7, 13.912.9, 13.10 12.11 and/or 13.1212.12, the Licensee shall immediately notify the Licensor and ViiV Ferring of the amount of Licensed Product the Licensee then has available to it and, provided that such amount is, in the opinion of ViiVFerring, reasonable in all the circumstances, the Licensee shall may be permitted to sell that amount of Licensed Product for use in the TerritoryField in the Territory upon ▇▇▇▇▇▇▇’▇ written approval (such approval not to be unreasonably withheld). This provision shall only apply to the extent that such termination would deprive the Licensee of legal rights with respect to Product and Raw MaterialsLicensed Product. 14.2 13.3 Notwithstanding anything in the foregoing, Licensee shall ensure that neither it nor its Affiliates, and/or any Third Parties acting on its behalf or in its interests sell off, supply or otherwise distribute any Licensed Product in or to i) the Private Sector of any country within or outside the Target Countries or ii) otherwise outside the Territory upon termination or expiry of this Agreement. 13.4 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly expressed or by implication intended to survive the termination or expiration of this Agreement, Agreement in particular, but without limitation, Clause 3 (subject to Clause 3.14)Sections 5, Clauses 6 (subject to Clause 6.11)10, 8.614.5, 9.2-9.5, 11.1, 15.5, 15.6, 15.7, 18, 21, 29 14.6 and 14.7 and the relevant provisions of this Clause 14Section 13. In addition, any other provisions required to interpret and enforce the parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties. Expiration or termination of this Agreement shall not affect any rights or remedies, obligations or liabilities of either Party that have accrued up to the date of termination or which later accrues from an act or omission which occurred prior to the expiration or termination date. 14.3 13.5 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches. 14.4 Subject to Clause 2.3, upon termination or expiry of this Agreement, the Licensee shall cease all exploitation of the Patents in relation to the Territory. 14.5 Upon termination or expiry of this Agreement, all outstanding sums due from the Licensee to ViiV under this Agreement shall become immediately payable to ViiV. 14.6 Upon termination or expiry of this Agreement, or at any time upon the request (whichever is the earliest), the receiving Party shall cease all use of Confidential Information disclosed to it under or in connection with this Agreement, and shall, at the disclosing Party’s cost and direction, promptly return to the disclosing Party all such Confidential Information (including all copies thereof), which is in tangible form (including electronic imaging), or destroy such Confidential Information and certify that all such Confidential Information has been destroyed, except that the Receiving Party shall be permitted to retain one (1) copy of the Confidential Information so that any continuing obligations may be determined.