Provision Language
Definitions
9. Termination
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9.04 Accrued Obligations
(A) Upon expiration or termination of this Agreement for any reason, each party will remain liable for those obligations which came into existence prior to the effective date of the expiration or termination including, without limitation, payment of accrued Running Royalties, Minimum Royalty Amount(s), Sublicense Lump Sums, Patent Costs and the recovery from any litigation pursuant to Section 8.02(B) or 8.04.
(B) Provided Licensee has not materially breached this Agreement, Licensee may, for a period of no longer than one (1) year after the effective date of the termination of this Agreement, complete any or all Licensed Products that it can demonstrate were in the process of manufacture on the effective date of the termination and sell any and all Licensed Products that it can demonstrate were in the process of manufacture or in inventory on the date of termination; provided that Licensee will remain obligated to pay any applicable Running Royalties and fees thereon and prepare and send appropriate reports to University with respect to said Running Royalties as provided in this Agreement. Within thirty (30) days after a written request by the University, Licensee will provide the University with an accounting of Licensed Products then on hand and in process and its best estimate of when within the one (1) year period such sales of Licensed Products will conclude.
9.05 Survival. ARTICLE I (all – Including Schedule 1); ARTICLE II, Sections 2.03(E), 2.05, 2.06 and 2.08 [if COPYRIGHT]; any accrued obligations to pay royalties under Article IV and/or to make reports under Article V; Section 5.03 (for three (3) years); Article VI, Sections 6.01, 6.02, 6.03 and 6.05; Article VII (all);; ARTICLE IX, Sections 9.02(C), 9.04, 9.05, 9.06 and 9.07; ARTICLE X (all); and ARTICLE XI, Sections 11.01, 11.02, 11.03, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11, 11.12 and 11.13 will survive the expiration or any termination of this Agreement. Exhibit C (Equity Agreement) as executed by the parties shall also survive the expiration or any termination of this Agreement as an independent agreement in accordance with its respective terms.
9.06 Effect of Termination. For the avoidance of any doubt, upon the termination of this Agreement, Licensee will remain liable to University for payment to University of University’s portion of any royalties and/or fees collected by Licensee for Sublicenses issued as per Section 2.03 of this Agreement. However, Licensee will no longer be a party to any Sublicense which is continued after the termination of this Agreement as permitted under Section 2.03(E).
9.07 Information. Upon termination of this Agreement for any reason, Licensee shall, promptly upon written request by the University, make available to the University, at the University’s sole option, the rights to use, license or own all Information then in Licensee’s possession that is relevant to the commercialization of Licensed Products.