Provision Language
ARTICLE 9. TERM & TERMINATION
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9.4 Obligations and Duties upon Termination. If this Agreement is terminated other than for the uncured material breach of JHU, both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of this Agreement, for whatever reason, shall not affect any accrued obligations including without limitation any obligation of either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately payable and all Cell Lines and Licensed Technology shall be returned to JHU. Furthermore, upon termination of this Agreement, all rights in and to the Licensed IP shall revert immediately to JHU at no cost to JHU. Upon termination of this Agreement, any Sublicensee(s) shall become a direct licensee of JHU, provided that JHU’s obligations to Sublicensee(s) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of such to each Sublicensee(s) with a copy of such notice provided to JHU.
ARTICLE 10. MISCELLANEOUS
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10.14 Survival. All representations, warranties, covenants and agreements made herein and which by their express terms or by implication are to be performed after the execution and/or termination hereof, or are prospective in nature, shall survive such execution and/or termination, as the case may be. This shall include Sections 3 (to the extent accrued monies are unpaid) and Articles 7, 8, 9.4, and 10 (as applicable).