“Patent Expenses” means all reasonable, out–of–pocket expenses incurred relating to the preparation, filing, prosecution, maintenance or defense of Patent Rights, both past and future. For avoidance of doubt, the salaries and overhead costs of each Party’s technology transfer office or legal affairs office are not included as out–of–pocket expenses for purposes of calculating the Patent Expenses.
“License Consideration” means collectively all money and other items of value (excluding research grants), including up–front license fees (whether cash, equity, or other consideration), annual maintenance fees, patent expense reimbursements, milestone fees, minimum royalties, earned royalties, and other consideration received from a Licensee or its sub–licensees, or otherwise received on account of licensing or optioning the Patent Rights.
9. Term and Termination
9.4 Effect of Agreement Termination on Patent Rights. After termination of this Agreement and subject to any previously signed License Agreement and applicable law, each Party may separately license its interest in the Patent Rights on a worldwide basis and no Party will have any ongoing obligations to share Patent Expenses or share or account for revenues under such licenses; provided, however, if this Agreement is terminated in circumstances that do not require the Withdrawing Party to repay Covered Expenses in accordance with Section 9.2 and a Withdrawing Party thereafter licenses any Patent Rights, it will be obligated to repay to the other Party(ies) out of the first proceeds of any such license all Covered Expenses to the extent that the other Party(ies) have not already recovered such amounts from a Licensee, such obligation to survive termination of this Agreement.
9.5 Other Effects of Termination.
(a) Termination will not affect any previously signed License Agreement or the distribution of License Consideration thereunder if still appropriate, and the applicable provisions of this Agreement will continue to be applied.
(b) Termination of this Agreement will not relieve any Party of any obligation or liability accrued under this Agreement before termination, or rescind any payments made or due before termination.
(c) Apart from the provisions specifically set forth in this Section 9, the Parties will have no further rights or obligations under this Agreement.
9.6 Surviving Terms. Any termination of this Agreement pursuant to this Section 9 will not affect the rights and obligations set forth in this Section 9 as well as the following Sections of the General Terms, all of which will survive termination: 8 (Confidentiality of Licensee Information), 11 (Disclaimer; Limitations), and 14 (Governing Law).