Provision Language
13. TERMINATION
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13.4 Upon termination of this Agreement, for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Sublicenses granted prior to termination shall survive to the extent provided for in the applicable sublicense agreement, subject to the written confirmation of SUBLICENSEES that they will comply with the terms of this Agreement respecting their sublicenses, and provided that YALE shall receive all payments that would otherwise be due from SUBLICENSEES to LICENSEE to the extent attributable to the LICENSED PATENTS, and further provided that YALE shall not assume any additional restrictions, obligations or responsibilities beyond those contained herein. Notwithstanding the foregoing, following termination of this Agreement, LICENSEE shall have the right to continue to sell any inventory existing at the time of such termination for [***] year after such termination; provided that LICENSEE continues to make payments as required under Article 6. Within sixty (60) days of the effective date of termination LICENSEE shall return to YALE:
(a) the last report required under Article 7 or Article 9; and
(b) all payments incurred up to the effective date of termination.
13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Article 5 and Article 6 up until the date of termination. The following provisions shall survive any expiration or termination:
Articles 2, 4 and 8, the preservation and inspection obligations of Article 9, Article 12, this Article 13.5, Article 14, Article 15, Article 16.1, and Article 17. The parties agree that claims giving rise to indemnification may arise after the TERM or termination of the LICENSE granted herein.
13.6 The rights provided in this Article 13 shall be in addition and without prejudice to any other rights which the parties may have with respect to any default or breach of the provisions of this Agreement.