12.Consequences of Expiry and Termination
12.01 Effects of Expiration or Termination
a) On expiry or termination of this Agreement for any reason: Licensees shall within twenty-five (25) days of the date of termination or expiry pay to AstraZeneca all sums to the extent not disputed in good faith due to it under this Agreement in respect of the period up to and including the date of termination or expiry;
c) On expiry of this Agreement, the Sublicense will be converted into a non-exclusive, fully paid, royalty free sublicense (i) for the validity term of the Licensed Patents listed in Schedule A; and (ii) in respect of the Licensed Know-How, for so long as such Licensed Know-How is not publicly available; subject to items 12.01(b) above, 12.01(d) below and to Sections 11.04(c)(ii) and (iii) above;
d) On termination of this Agreement as a result of the termination or expiry of the Head License before the end of the validity term of the Head Licensor’s Licensed Patents included in the Sublicense, unless Licensees is in the branch of its obligations under this Agreement, AstraZeneca shall use good faith efforts to help ensure that the Head Licensor directly enters into an arrangement with Licensees to comply with the remaining obligations under this Agreement on terms that are the same or similar to relevant terms of this Agreement or such other terms as the Head Licensor and Licensees may agree. In case such agreement is not reached, item 12.09(e) below shall apply. Licensees acknowledge and agree that AstraZeneca cannot guarantee or confirm that Head Licensor will enter into any such arrangement and AstraZeneca shall have no liability to Licensees if, for whatever reason, such arrangement is not signed;
f) In case of termination of this Agreement by Licensees pursuant to Section 11.03, caused by AstraZeneca, AstraZeneca shall promptly return to Licensees all Confidential Material and any copies thereof disclosed to AstraZeneca by Licensees in the possession or control of AstraZeneca or its Affiliates except to the extent that AstraZeneca is entitled to retain the same in accordance with this Agreement;
g) In the event termination of this Agreement by Licensees due to material breach by AstraZeneca pursuant to Section 11.03(a), items 12.01(b) and (c) above shall apply;
h) In case of Mutual Termination the Parties shall negotiate in good faith the effects of termination, taken into consideration the investments made by Licensees, the period during which the Agreement remained in force, the payments made and the remaining term of validity of the Licensed Patents, subject to items 12.01(b) and (d) above.
Without prejudice to Section 12.01 above, upon termination or expiration of this Agreement:
(i) any rights or remedies of the Parties arising from any breach of this Agreement shall continue to be enforceable;
(ii) the following provisions shall continue in full force and effect in case of termination of this Agreement: Article 1; Section 2.06; Section 7.01; Article 8; Section 9.01-9.04; Sections 9.06-9.09; Article 10; Article 12, where applicable; Section 13.01; Sections 15.12-15.14 and Section 15.18; and with respect to the Sell-Off Period only, Section 5.06(d) Section 5.09, Section 5.10, Sections 6.01-6.04, Sections 13.02-13.03, Section 7.02 and Section 15.07; and
(iii) the following provisions shall continue in full force and effect in case of expiration of this Agreement: Article 1; Section 2.06, Section 7.01; Article 8; Section 9.01-9.04; Sections 9.06-9.09; Article 10; Article 12, where applicable; Section 13.01; Sections 15.01-15.06; Sections 15.08-15.10; Sections 15.12-15.14; and Section 15.18.