TPTX » Topics » 9.5 Effect of Termination; Surviving Obligations.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

9.5          Effect of Termination; Surviving Obligations.

 

(a)           Upon termination of this Agreement by LSRI pursuant to Section 9.3 or by either party pursuant to Section 9.4, all rights and obligations of the parties under this Agreement shall terminate (except that if LSRI terminates this Agreement only as to a particular country or countries under Section 9.4(b) then the rights and obligations of the parties under this Agreement shall terminate only as to such country or countries), except as set forth in this Section 9.5.

 

(b)           Upon termination of this Agreement by Neurogenetics pursuant to Section 9.2 (where Neurogenetics has not committed a breach of this Agreement permitting termination by LSRI under Section 9.3 or 9.4): (i) all rights to the Licensed Technology and Research Technology shall revert to LSRI; (ii) Neurogenetics shall provide to LSRI all data generated by Neurogenetics in the course of development of Licensed Product and Additional Product and hereby grants to LSRI a non-exclusive, worldwide, royalty-bearing (as provided below) license, with the right to sublicense through multiple tiers of sublicense, under any Know-How and Patents Controlled by Neurogenetics, which are necessary to make, have made, use, sell, offer for sale and import Licensed Product and Additional Product, solely to make, have made, use, sell, offer for sale and import Licensed Product or Additional Product; and (iii) all other rights and obligations of the parties under this Agreement shall terminate, except as set forth in this Section 9.5. In the event that the [***] and the [***] to [***] to [***] for [***] or [***], LSRI shall pay to Neurogenetics a royalty of [***] percent ([***] %) of Net Sales of Licensed Product or Additional Product ([***] percent ([***] %) [***] for [***] of [***] or [***]) during the Royalty Term, and the provisions of Sections 1.31, 4.7, 4.8. 4.9. 4.10, 4.11 and 4.12 shall apply with respect to such royalty payments (with references therein to Neurogenetics instead referring to LSRI and references therein to LSRI instead referring to Neurogenetics for purposes of this provision).

 

(c)           In the event that the license granted to Neurogenetics under Section 3.1 is terminated in accordance with this Section 9, any existing sublicenses granted by Neurogenetics shall remain in effect and shall be automatically assigned by Neurogenetics to LSRI so that such sublicenses shall become direct licenses between LSRI and the applicable Sublicensees on the terms set forth herein, provided that Neurogenetics has paid any amounts due and owing to LSRI under this Agreement as of such termination or any such sublicensee pays LSRI such amounts due and owing to LSRI by Neurogenetics under this Agreement.

 

"9.5 Effect of Termination; Surviving Obligations." elsewhere:

Myriad Genetics (MYGN)
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