Effect of Termination by Licensor. Upon the termination of this Agreement by Licensor pursuant to Section 10.02 or by the parties pursuant to Section 10.02(i), the rights, powers, privileges, and licenses including the License granted to Licensee shall immediately terminate. Without limiting the generality of the foregoing, upon any such termination, Licensee shall have no right to continue to use the CitySearch Systems, to receive or use any Licensor Improvements, or to use the Licensed Trade-marks.
Effect of Termination by Licensor. Upon termination of this Agreement by Licensor pursuant to Section 13.6(a), all rights granted to Licensee to the Technology in the Territory will immediately and automatically terminate and revert to Licensor, Licensee will stop recruiting for any ongoing Clinical Studies and will terminate them in accordance with ethical guidelines, and Licensee will promptly assign to Licensor ownership of all data, inventions and rights in any related Patents generated before the date such rights revert to Licensor. The foregoing assignment and reversion of rights is subject to the payment by Licensor to Licensee of the royalties set forth in Section 3.2(d)(iii) as it relates to any Development Candidate or Product prior to the IND filing and the royalties set forth in Section 3.3(c) as it relates to any Development Candidate or Product after the IND filing, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable. (d)
Effect of Termination by Licensor. Upon termination of this Agreement by Licensor pursuant to Section 13.7(a), all rights granted to Licensee to the Technology in the Territory will immediately and automatically terminate and revert to Licensor, Licensee will stop recruiting for any ongoing Clinical Studies and will terminate them in accordance with ethical guidelines, and Licensee will promptly assign to Licensor ownership of all data, inventions and rights in any related Patents, and will grant Licensor a an exclusive, sublicensable license under the Joint Patents and Licensee Patents in the Field in the Territory, generated before the date such rights revert to Licensor. The foregoing assignment and reversion of rights is subject to the 64 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. payment by Licensor to Licensee of the royalties set forth in Section 3.2(d)(iii) as it relates to any Development Candidate or Product prior to the IND filing and the royalties set forth in Section 3.3(c) as it relates to any Development Candidate or Product after the IND filing, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable. (d)
Effect of Termination by Licensor. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any such Licensee Event of Default under clause (b) of Section 15.1 or, in the case of a Licensee Event of Default under clause (a) of Section 15.1 after delivering an Event of Default Notice to Licensee, without prejudice to any of its other rights and remedies under applicable law or under this Agreement, have the right to immediately suspend or discontinue Licensor’s performance of any and all of its obligations under the Agreement, including the delivery of Copies and/or Advertising Materials to Licensee, as well as suspend Licensee’s right to exploit any Programs. In addition, Licensor shall have the right to require Licensee to immediately return all Copies and Advertising Materials to Licensor in the condition as set forth in Articles 6 and 8. No suspension or discontinuance shall extend the License Period(s) of licenses granted or the Term of this Agreement or suspend or terminate Licensee’s obligation to pay amounts due hereunder, including amounts owed for Copies not yet delivered. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all amounts payable by Licensee to Licensor hereunder, together with interest compounded monthly at a rate equal to the lesser of (i)110% of the Prime Rate (as defined in Section 5.7) and (ii) the maximum rate permitted by applicable law, plus reasonable attorney fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions hereof.
Effect of Termination by Licensor. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any such Licensee Event of Default under clause (b) of Section 14.1 or, in the case of a Licensee Event of Default under clause (a) of Section 14.1 after delivering an Event of Default Notice to Licensee, have the right to suspend or discontinue the delivery of Copies to Licensee, and Licensor shall have the right to require Licensee to immediately return all Copies. No such suspension or discontinuance shall extend the License Period(s) of licenses granted or the Term of this Agreement. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all amounts payable by Licensee to Licensor hereunder, together with interest at a rate equal to the lesser of (i)110% of the Prime Rate (as defined in Section 5.6) and (ii) the maximum rate permitted by applicable law, plus reasonable attorney fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof and accelerate the payment of all License Fees. Licensor shall be entitled to recover from Licensee in addition to the said unpaid portion of the License Fee, reasonable counsel fees and/or collection agency fees incurred by Licensor to enforce the provisions hereof.
Effect of Termination by Licensor. 29 10.04 Return of Intellectual Property..................................... 29 10.05 Survival............................................................ 30 10.06 Sale of Limited Partnership Interest................................ 31 ARTICLE ELEVEN - GENERAL
Effect of Termination by Licensor. (i) In the event of a termination by Licensor, the Keychain Trainer Distribution Rights, the Application IP rights in connection with the Keychain Trainer, Trade IP and any and all other rights granted to Licensee under this License Agreement shall immediately cease without the need or requirement of Licensor to seek a court order terminating such rights. (ii) Further, the License Key as set forth in Section 2(b)(ii) will expire and the Application IP and related software will cease to function automatically. (iii) Licensee acknowledges that no damages or award under law would be adequate in the event of breach of this Section 9(c) and that any breach of will cause irreparable and continuing harm to Licensor and therefore Licensor shall have a right to equitable relief (including without limitation injunctive relief), without the posting of any bond, to enforce the immediate termination of the rights granted Licensee under this License Agreement.
Effect of Termination by Licensor. Upon termination by Licensor pursuant to [***], (i) all rights and the licenses granted to Licensee by Licensor with respect to [***] shall immediately terminate and, subject to this Section 13.3(c), all future obligations of each Party and its Affiliates under this Agreement with respect to [***] will immediately cease, (ii) Licensee will [***], and (iii) Licensee shall (x) grant to Licensor a non-exclusive (which license may become exclusive upon agreement by the Parties in good faith on commercially reasonable terms, including financial terms), royalty-free, perpetual, and sublicensable license under any Licensee Technology owned by Licensee or its Affiliates to the extent necessary for Exploiting any Compound(s) or Product(s) in [***] and (y) assign to Licensor any relevant Regulatory Materials or Regulatory Approval owned by Licensee or its Affiliates with respect thereto.
Effect of Termination by Licensor. 28 10.04 Return of Intellectual Property............................. 28 10.05 Survival.................................................... 29
Effect of Termination by Licensor. Upon termination by Licensor pursuant to Section 13.3(a), (i) all rights and the licenses granted to Licensee by Licensor for any terminated country(ies) shall immediately terminate and, subject to this Section 13.3(c), all future obligations of each Party and its Affiliates under this Agreement with respect to any terminated country(ies) will immediately cease, (ii) Licensee will stop recruiting for any ongoing Clinical Studies for any terminated country(ies) and will terminate them in accordance with ethical guidelines, and (iii) all rights in any Product(s), Licensor Technology and Licensee Technology (other than Licensee Technology that is purchased from a Third Party other than Licensor) and Regulatory Materials with respect to such terminated country(ies), shall be automatically assigned to Licensor.
