Provision Language
21. EFFECT OF EXPIRATION OR EARLY TERMINATION
21.1 Upon termination by DNDi pursuant to Section 20.2 or termination by Partner pursuant to Section 20.3:
a) DNDi’s activities shall discontinue immediately or as soon as practical;
b) the licenses granted to Partner under Sections 14.2, 14.3 and 14.4 shall survive, the licenses granted under Section 14.4 becoming unconditional;
c) the licenses granted to DNDi under Sections 14.1, 14.3 and 14.5 shall automatically terminate ;
d) DNDi shall return or cause to be returned to Partner all Partner’s Confidential Information, Partner Background Technology, including any unused supplies of Molecule(s), and Partner Collaboration Technology within thirty (30) days after the effective date of such termination, or certify the destruction thereof as specified by Partner;
e) DNDi shall promptly notify its CSPs and sublicensees, if any, of any termination of sublicenses granted by DNDi under this Agreement and take all actions necessary to effectuate termination of such sublicenses;
f) DNDi shall make available to and/or transfer to Partner, copies of such information, documentation and materials in its possession relating to the Research Plan so that Partner may proceed with further activities as anticipated hereunder; and
g) in the case of termination by DNDi under Section 20.2 with respect to any Research Plan (as opposed to the Agreement in its entirety), the provisions of sub.sections (a) – (f) of this Section 21.1 shall apply only with respect to such Research Plan.
21.2 Upon termination by Partner pursuant to Section 20.2 or termination by DNDi pursuant to Section 20.3:
a) Partner’s activities shall discontinue immediately or as soon as practical;
b) the licenses granted to DNDi under Sections 14.1, 14.3 and 14.5 shall survive, the license granted under Section 14.5 becoming unconditional (the Partner being deemed not to have elected to be become the Development Partner for such purpose);
c) the licenses granted by DNDi under Sections 14.2, 14.3 and 14.4 to Partner shall terminate;
d) Partner shall return or cause to be returned to DNDi all DNDi’s Confidential Information, DNDi Background Technology and DNDi Collaboration Technology within thirty (30) days after the effective date of termination, or certify the destruction thereof as specified by DNDi;
e) Partner shall promptly notify all sublicensees and CSPs, if any, of any termination of sublicenses granted by Partner under this Agreement and take all actions necessary to effectuate termination of sublicenses;
f) Partner shall make available to and/or transfer to DNDi, copies of such information, documentation and materials in its possession relating to the Research Plan so that DNDi may proceed with further activities as anticipated hereunder; and
g) in the case of termination by Partner under Section 20.2 with respect to a Research Plan (as opposed to the Agreement in its entirety), the provisions of sub.sections (a) to (f) of this Section 21.2 shall apply only with respect to such, or part of, the Research Plan.
21.3 All rights and licenses granted under or pursuant to this Agreement by DNDi or Partner are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non.subject Party’s possession, shall be promptly delivered to it:
a) upon any such commencement of a bankruptcy proceeding upon the non.subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement; or
b) if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non–subject Party.
21.4 In the event of expiration or early termination of this Agreement for any reason, the following provisions shall survive: Section 10.2 and Articles 13, 14, 15, 16, 17, 18, 21 and 29, as well as any other obligation which by its nature is intended to survive.
21.5 Expiration or early termination of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration.