Provision Language
AbbVie – MPP Agreement
7. Term and Termination
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7.4 Effect of Termination
(a) In the event that this Agreement is terminated other than under Section 7.1, (i) all rights and licenses granted to MPP under Section 2 will terminate; (ii) all Sublicenses will be automatically converted into licenses between AbbVie and the Sublicensees, provided that the Sublicensee is not in breach of the Sublicense, and that AbbVie reserves its rights to terminate the licenses so converted on the same grounds as those having led to termination of this Agreement; and (iii) neither Party will be relieved of any obligation that accrued prior to the effective date of such termination.
(b) It is understood and agreed that AbbVie will be entitled to specific performance as a remedy to enforce the provisions of this Agreement, in addition to any other remedy to which it may be entitled by applicable law. Termination of this Agreement or a Sublicense Agreement by AbbVie will not preclude AbbVie from claiming damages from MPP or the Sublicensee for any breach of this Agreement or in relation to the event having given rise to the termination, or affect any other right or remedy available to AbbVie.
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7.7 Survival. Sections 6.4, 6.5, 6.6, 7.4, 7.7, 8.1, 8.2, 8.3, 9.5 and 9.6 shall survive termination or expiry of this Agreement.
Form of Sublicense
11. Term and Termination
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11.5 Conversion to Direct License with AbbVie. In the event that the AbbVie-MPP Agreement is terminated or expires, this Agreement shall be converted into a direct license between AbbVie and the Licensee, provided that Licensee is not in breach of this Agreement and subject to AbbVie’s rights pursuant to the AbbVie-MPP Agreement.
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11.8 Survival. Sections 7.4, 8, 9, 10, 11.8, 12.1, 13.3 and 13.7 shall survive termination or expiry of this Agreement.