Common use of Survival; Accrued Rights Clause in Contracts

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (Definitions), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 (Disclaimer), Section 11.08 (Limitation of Liability), ARTICLE XII (Confidentiality), ARTICLE XIII (Indemnification), Section 14.06 (Automatic Termination of In-Licensed Rights) (second and third sentences only), Section 14.07 (Effect of Termination), Section 14.08 (Survival; Accrued Rights), ARTICLE XV (Dispute Resolution; Governing Law), and ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (Definitions), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 ARTICLE VII (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License AgreementsPayments) (solely to the extent applicable any payments became payable prior to Licensee’s exercise the effective date of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable such expiration or termination), Section 2.06 8.01 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Ownership of Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 8.02 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 8.03 (Enforcement and Defense) (with respect to Joint Patent RightsEnforcement), Section 9.06 8.04 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 8.06 (Trademark Enforcement and Defense), Section 10.05 (Disclaimer), Section 11.08 10.06 (Limitation of Liability), ARTICLE XII XI (Confidentiality), ARTICLE XIII Section 12.01 (IndemnificationIndemnification by Sol-Gel), Section 14.06 12.02 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyIndemnification by Galderma), Section 14.07 12.03 (Procedure), Section 12.04 (Insurance), Section 13.07 (Effect of Termination), Section 14.08 13.08 (Survival; Accrued Rights), ARTICLE XV Section 14.03 (Dispute Resolution; Governing Choice of Law), Section 14.04 (Language), and ARTICLE XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination termination, nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law Law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right Agreement occurring prior to obtain performance of any obligationsuch expiration or termination.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (DefinitionsArticle 1, Section 2.3, Section 2.5, Section 2.6(b), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) 2.7 (solely to the extent applicable to Licenseea Party’s exercise of any rights, or performance of any obligations, retained by Licensee such Party hereunder following the applicable expiration or termination), Section 2.06 4.10, Section 4.13, Section 5.3, Section 5.5, Section 5.6, Section 5.7, Section 6.6 (Exclusivitysecond sentence only), Section 6.06(a7.5 (solely with respect to any Licensed Product sold following expiration or early termination of this Agreement in accordance with Section 14.7(e)), ARTICLE VIII (Payments) Article 9 (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property)Article 10, Section 9.02 (Licensee Intellectual Property)11.1, Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) 11.2 (with respect to Joint Combination Therapy Patent Rights), Section 9.05 (Enforcement and Defense) 11.3 (with respect to Joint Combination Therapy Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term)12.7, Section 11.07 (Disclaimer)12.8, Section 11.08 (Limitation of Liability)12.9, ARTICLE XII (Confidentiality), ARTICLE XIII (Indemnification)Article 13, Section 14.06 (Automatic Termination of In-Licensed Rights) (second and third sentences only)14.6, Section 14.07 (Effect of Termination)14.7, this Section 14.8, Article 15, Section 14.08 (Survival; Accrued Rights)16.1, ARTICLE XV (Dispute Resolution; Governing Law)Section 16.2, and ARTICLE XVI (Miscellaneous)Article 17. In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE Article I (Definitions), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE Article VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Akebia Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint TechnologyTechnology and Improvements), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent RightsAkebia Patents), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent RightsProsecution of Licensee Patents Covering Improvements), Section 9.06 (Defense Prosecution of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the TermJoint Patents), Section 11.07 9.09 (DisclaimerPatent Term Extensions), Section 11.08 Article XI (Limitation of LiabilityRepresentations, Warranties, and Covenants), ARTICLE Article XII (Confidentiality), ARTICLE Article XIII (Indemnification), Section 14.04 (Termination for Bankruptcy), Section 14.05 (Effect of Termination by Akebia), Section 14.06 (Automatic Effect of Termination of In-Licensed Rights) (second and third sentences onlyby Licensee), Section 14.07 (Effect of Termination), Section 14.08 (Survival; : Accrued Rights), ARTICLE Article XV (Dispute Resolution; Governing Law), and ARTICLE Article XVI (Miscellaneous). In any event, expiration or termination of this Agreement shall not relieve either Party the Parties of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE Article I (Definitions), Section 2.01(c2.01(a)(iv), Section 2.01(d), Section 2.01(e2.01(b), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii2.05(c), Section 2.05 2.06 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity4.01(g), Section 6.06(a6.06 (Trademarks) (second sentence only), ARTICLE Section 7.06 (Agios Supply Chain Security Requirements) (solely with respect to any Licensed Product sold following expiration or early termination of this Agreement), Article VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual PropertyOwnership), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Combination Therapy Patent Rights), Section 9.05 9.03 (Enforcement and Defense) (with respect to Joint Combination Therapy Patent Rights), Section 9.06 11.06 (Defense Exportation of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement Data or misappropriation during the TermBiological Samples), Section 11.07 (Disclaimer), Section 11.08 (Limitation of Liability), ARTICLE Article XII (Confidentiality), ARTICLE Article XIII (Indemnification), Section 14.06 14.02 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyat Will by Licensee), Section 14.07 (Effect of Termination), Section 14.08 (Survival; Accrued Rights), ARTICLE Article XV (Dispute Resolution; Governing Law), and ARTICLE XVI Section 16.01, Section 16.02, Article XVII (Miscellaneous), Exhibit C, Section 2.02 (Ownership of Trademark) and Exhibit C, Section 2.03 (Similar Trademarks). In any event, expiration or termination of this Agreement shall not relieve either Party of any liability which accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

Survival; Accrued Rights. The following articles and sections of this Agreement shall survive expiration or early termination for any reason: ARTICLE I (Definitions), Section 2.01(c), Section 2.01(d), Section 2.01(e), Section 2.03 (No Other Rights and Retained Rights), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 (Disclaimer), Section 11.08 (Limitation of Liability), ARTICLE XII (Confidentiality), ARTICLE XIII (Indemnification), Section 14.06 (Automatic Termination of In-Licensed Rights) (second and third sentences only), Section 14.07 (Effect of Termination), Section 14.08 (Survival; Accrued Rights), ARTICLE XV (Dispute Resolution; Governing Law), and ARTICLE XVI (Miscellaneous). In any event, expiration Expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation. Without limiting the foregoing, the following provisions of this Agreement will survive the expiration or termination of this Agreement: Section 2.2 (License Grant to Ionis); Section 2.4 (Collaboration Technology Enabling License); Section 4.6 (Development Records; Cooperation) (solely with respect to the obligation to maintain records for at least [***] after the end of the Term or for such longer period as may be required by Applicable Law); Article 9 (Payments) (solely with respect to amounts that accrued prior to the effective date of termination and, with respect to Section 9.5 (Financial Records and Audits), solely for [***] after the effective date of termination), Section 10.1 (Inventions); Section 11.5 (Disclaimer); Section 11.6 (Limitation of Liability); Article 12 (Confidentiality, excluding Section 12.5 (Publications)); Article 13 (Indemnification); Section 14.9 (Effects of Termination); this Section 14.10 (Survival; Accrued Rights); Article 15 (Dispute Resolution; Governing Law); Article 16 (Miscellaneous); and Appendix 1 (Definitions).

Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive expiration or early termination for any reason: ARTICLE I Section 9.1 (DefinitionsTrademark Responsibility), Section 2.01(c9.3 (Trademark Ownership and cooperation), Section 2.01(d11.3 (Sales Reports), but only with respect to Net Sales made during the Term, Section 11.4 (Accounting), Section 2.01(e11.5 (Method of Payment), Section 2.03 11.6 (No Other Rights and Retained RightsLate Payments), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 (Disclaimer), Section 11.08 13.7 (Limitation of Liability), ARTICLE XII Section 14 (Confidentiality), ARTICLE XIII Section 15 (Indemnification), other than Section 14.06 15.4 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyInsurance), Section 14.07 16.12 (Effect Effects of Termination), Section 14.08 16.13 (Additional Effects of Termination for Net Sales Levels), Section 16.14 (Survival; Accrued Rights), ARTICLE XV Section 17 (Dispute Resolution; Governing Law), and ARTICLE XVI Section 18 (Miscellaneous). In any event, expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such expiration termination (including Licensee’s obligation to pay Akebia pursuant to Article 11 (Payments) with respect to sales made prior to termination or termination expiration), nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

Survival; Accrued Rights. The following articles Articles and sections Sections of this Agreement shall will survive suspension of the License or expiration or early termination of the Agreement for any reason: ARTICLE I Section 9.1 (DefinitionsTrademark Responsibility), Section 2.01(c9.3 (Trademark Ownership and Cooperation), Section 2.01(d11.3 (Sales Reports), but only with respect to Net Sales made during the Term, Section 11.4 (Accounting), Section 2.01(e11.5 (Methods of Payment), Section 2.03 11.6 (No Other Rights and Retained RightsLate Payments), Section 2.04(c)(ii), Section 2.05 (In-License Agreements) (solely to the extent applicable to Licensee’s exercise of any rights, or performance of any obligations, retained by Licensee hereunder following the applicable expiration or termination), Section 2.06 (Exclusivity), Section 6.06(a), ARTICLE VIII (Payments) (solely with respect to any payment obligations incurred prior to expiration or termination), Section 9.01 (Tetraphase Intellectual Property), Section 9.02 (Licensee Intellectual Property), Section 9.03 (Joint Technology), Section 9.04 (Prosecution of Patent Rights) (with respect to Joint Patent Rights), Section 9.05 (Enforcement and Defense) (with respect to Joint Patent Rights), Section 9.06 (Defense of Third Party Infringement and Misappropriation Claims) (with respect to Third Party claims regarding infringement or misappropriation during the Term), Section 11.07 (Disclaimer), Section 11.08 13.7 (Limitation of Liability), ARTICLE XII Article 14 (Confidentiality), ARTICLE XIII Article 15 (Indemnification), other than Section 14.06 15.4 (Automatic Termination of In-Licensed Rights) (second and third sentences onlyInsurance), Section 14.07 16.12 (Effect Effects of Termination), Section 14.08 16.13 (Additional Effects of Termination for Net Sales Levels), this Section 16.15 (Survival; Accrued Rights), ARTICLE XV Article 17 (Dispute Resolution; Governing Law), and ARTICLE XVI Article 18 (Miscellaneous). In any event, suspension of the License or expiration or termination of this Agreement shall will not relieve either Party the Parties of any liability which that accrued hereunder prior to the effective date of such suspension, expiration or termination (including Licensee’s obligation to pay Akebia pursuant to Article 11 (Payments) with respect to sales made prior to such suspension, expiration or termination), nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.