Provision Language
Novartis – MPP Agreement
13. Consequences of expiry and termination
13.1 Upon the expiry of this Agreement, or in the event that this Agreement is terminated earlier in accordance with its terms:
(A) all rights and licences granted hereunder (including those in Clause 2.1) shall immediately terminate;
(B) In the event that this Agreement is terminated by Novartis prior to the expiry of this Agreement, Novartis agrees, that each Sublicence granted and in full force and effect at the time of termination of this Agreement shall be:
(1) at the discretion of Novartis, immediately terminated in accordance with its terms if that Sublicensee is in breach of the terms of the Sublicence; or
(2) converted into a licence between Novartis and the relevant Sublicensee under the same terms and conditions of the Sublicence, provided that Sublicensee is not in breach of the Sublicence and Sublicensee continues to meet the conditions of clause 3.1 of the Head Licence.
(C) each Party shall promptly return or (at the other Party’s election) destroy and irretrievably erase all embodiments of the other Party’s Confidential Information which are in its power, possession, custody or control; provided, that and each Party may retain one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes or as (and to the extent) required by applicable laws and shall continue to comply with the terms of Clause 13 in respect of the same.
13.2 Expiration or termination of this Agreement shall not affect any rights or remedies, obligations or liabilities of either Party that have accrued up to the date of termination or which later accrues from an act or omission which occurred prior to the expiration or termination date. Without limiting the foregoing, the provisions of Clauses 7, 8, 10, 11.3, 13, 21 and 24 of this Agreement and the relevant provisions of the Sublicence which are expressly or by implication intended to survive the termination or expiration of the Sublicence shall survive the expiration or termination of this Agreement.
Form of Sublicense
14. RIGHTS AND DUTIES UPON TERMINATION OR EXPIRY
14.1 Upon termination or expiry of this Agreement, the Licensee shall immediately notify the Licensor and Novartis of the amount of Product the Licensee then has available to it and, provided that such amount is, in the opinion of Novartis, reasonable in all the circumstances, the Licensee shall be permitted to sell that amount of Product in the Territory. This provision shall only apply to the extent that such termination would deprive the Licensee of legal rights with respect to Product and Raw Materials.
14.2 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties.
14.3 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.