Provision Language
14. CONSEQUENCES OF TERMINATION
14.1 In the event that this Agreement is terminated other than under clause 13.1:
(i) all rights and licenses granted to MPP under clause 2 will terminate;
(ii) all Sub-Licence Agreements will, upon written approval by MedinCell, such consent not to be unreasonably withheld, be converted into licences between MedinCell and the MPP Licensees on the same terms as agreed in the Sub-Licence Agreement, (x) provided that the MPP Licensee is not in breach of the Sub-Licence Agreement and such license does not provide MedinCell with obligations greater than under this Agreement, by way of the MPP, MedinCell and the relevant Licensee entering into a novation agreement transferring the rights and obligations of the MPP under the Sub-licence to MedinCell; and (y) provided that MedinCell reserves the right to terminate the licenses so converted on the same grounds as those having led to termination of this Agreement.
14.2 On termination or expiration of this Agreement, in the event that any MPP Licensees are not converted into licences between MedinCell and the MPP Licensee under Clause 14.1, MPP shall procure that MPP Licensees are terminated and immediately provide MedinCell with details of the stocks of Final Products held at the point of termination.
14.3 Clauses 10, 11.3, 11.4, 11.5, 13, and 14 will survive the expiry or termination of this Agreement. Clause 10 will survive the expiry or termination of this Agreement for a duration of 7 (seven) years from the Effective Date.
Schedule 3. Development Agreement Term Sheet
2. Term: The Sub-licence Agreement will be in force from the date of its signature until the date on which the last Licensed Patent associated with the Licensed Technology has expired, lapsed or has been invalidated. MPP shall have the right to either terminate the Development Agreement, or to require the Development Partner to novate the Development Agreement to MedinCell (i.e. by entering into a Novation Agreement with MPP and MedinCell), in the event that the MPP-MedinCell Agreement is terminated.
Schedule 4. Commercialisation Agreement Term Sheet
2. Term: The Commercialisation Agreement will be in force from the date of its signature until the date on which the last Licensed Patent associated with the Licensed Technology has expired, lapsed or has been invalidated. MPP shall have the right to either terminate the Commercialisation Agreement, or to require the Commercialisation Partner to novate the Commercialisation Agreement to MedinCell (i.e. by entering into a Novation Agreement with MPP and MedinCell), in the event that the MPP-MedinCell Agreement is terminated. Upon termination, Commercialisation Partner will immediately provide MPP with details of the stocks of Final Products held at the point of termination.