Provision Language
10. Term and Termination
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10.3 Effect of Termination.
10.3.1 Termination of Rights. Upon expiration or termination of this Agreement by either party pursuant to any of the provisions of Section 10.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights and Harvard Technology Transfer Materials and Discovery Materials will revert to Harvard and neither Licensee nor its Subsidiaries may make any further use or exploitation of the Patent Rights; and (b) any existing agreements that contain a Sublicense to practice the Patent Rights shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to seek a license from Harvard. Harvard agrees to negotiate such licenses in good faith under reasonable terms and conditions, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement. Further, if after the effective date of any termination of this Agreement Licensee or its Affiliate or Sublicensee sells any Know-How Enabled Products or Discovered Products, then (a) for the remaining duration of any Non-Covered Royalty Term applicable to any such Know-How Enabled Product or Discovered Product, Licensee shall pay the applicable milestone payments set forth in Section 4.4, the royalty payments set forth in Section 4.5, payments under Section 4.6 with respect to any Sublicense or Strategic Partnership that survived (in whole or in part) the termination of this Agreement and with respect to any Know-How Enabled Product License, and provide reports and audit rights to Harvard pursuant to Article 5, and maintain insurance in accordance with the requirements of Section 9.2 with respect to such sales of such Know-How Enabled Products and/or Discovered Products.
10.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Harvard pursuant to Section 10.2), Licensee, its Subsidiaries and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Harvard in accordance with Article 4, provide reports and audit rights to Harvard pursuant to Article 5 and maintain insurance in accordance with the requirements of Section 9.2. The parties agree that the obligations in Section 4.1 (Licensee Issuance Fee) and Section 4.2 (Equity) shall accrue as of the First Payment Due Date and Section 6.2 (Patent Expenses) will accrue immediately upon execution of this Agreement by both parties, regardless of the events, invoice and payment timing details set forth therein.
10.3.3 Regulatory Filings. Licensee shall have the exclusive right to prepare and present all regulatory filings necessary or appropriate in any country and to obtain and maintain any regulatory approval required to market Licensed Products in any such country. Licensee shall solely own all right, title and interest in and to all such regulatory approvals and filings; provided, however, that in the event Licensee terminates this Agreement pursuant to Section 10.2.1 or Harvard terminates this Agreement pursuant to any of the provisions of Section 10.2, Licensee shall promptly provide Harvard with the right to reference, cross-reference, review, have access to, incorporate and use all documents and other materials filed by or on behalf of Licensee and its Subsidiaries with any Regulatory Authority in furtherance of applications for regulatory approval in the relevant country with respect to Licensed Products. Harvard shall be entitled to freely use and to grant others the right to use all such materials and documents delivered pursuant to this Section 10.3.3.
10.4 Survival. The parties’ respective rights, obligations and duties under [***], as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. In addition, [***]. Further, [***].