12. TERM AND TERMINATION
12.4 Scope of termination
Except as otherwise expressly provided in this License Agreement, any termination of this License Agreement pursuant to this Section 12 will be as to all Licensed Compound and Licensed Product.
12.5 Effect of termination or expiration
(a) Upon termination or expiration of this License Agreement, all rights and licenses granted to GARDP under Section 2 will terminate, and all rights, licenses, and cross-references will revert to Shionogi, and GARDP will cease all use of the Licensed Rights and the Licensed Manufacturing Know-How; and
(b) Upon termination of this License Agreement, Shionogi will, if requested by any Sublicensee that is in material compliance with its obligations under its Sublicense Agreement, negotiate in good faith with the intent to enter into a new and separate license agreement directly between Shionogi and the respective Sublicensee on terms reasonably acceptable to Shionogi and the Sublicensee, it being understood and agreed that Shionogi reserves its rights to require additional terms to be included in such licenses as may be needed to protect its interests.
(c) Within sixty (60) Business Days after termination or expiration of this License Agreement, each Party shall at the other Party’s request: (A) return to the other Party or destroy Confidential Information of the other Party within its possession or control (which shall as concerns Shionogi’s Confidential Information include without limitation the Licensed Rights, the Licensed Manufacturing Know-How, any unpublished Shionogi Sole Inventions or other non-public intellectual property otherwise owned by Shionogi); and (B) certify to the other Party in writing that it has complied with the requirements of this Section 12.5(c); provided that: (i) the receiving Party may retain one archival copy of the Confidential Information of the other Party but not of any Confidential Information that constitutes trade secrets of the other Party (including, without limitation, the Licensed Manufacturing Know-How, including the content of the Technical Transfer Package, and the content of the European Union and United States and all other cefiderocol regulatory filings, and any other Shionogi trade secrets, including all Confidential Information that is of a technical nature, is identifiable and substantial, and has commercial value because it is not publicly available), except for any of such that has become publicly available other than as a result of a fault attributable to the receiving Party or its agents or sublicensees, in a limited access file (meaning only accessible by such Party’s Information Technology (IT) department and/or by such Party’s legal personnel) to the extent that the receiving Party requires such Confidential Information for the purpose of performing any obligations or exercising any rights under this License Agreement that may survive such expiration or termination; (ii) the receiving Party may retain Confidential Information of the other Party to the extent that the receiving Party is required to retain such information for compliance purposes under applicable laws and regulations; and (iii) the above obligations shall not require either Party to delete any automatic electronic backup files maintained in accordance with its standard policies and to which access is limited and only accessible by such Party’s IT department; subject in any case (i), (ii) or (iii) above to continued compliance by such Party of its confidentiality obligations as set out in Section 10 above.
(d) Neither Party will be relieved of any obligation that accrued prior to the effective date of such termination. It is understood and agreed that either Party will be entitled to specific performance as a remedy to enforce the provisions of this Section 12.5, in addition to any other remedy to which it may be entitled by applicable law.
The Parties acknowledge that the right of either Party to terminate this License Agreement is not intended to be an exclusive right and shall not preclude the right to claim damages in accordance with the terms of the Agreement for any breach of this License Agreement that occurred prior to the termination (including the breach that gave rise to the termination), or affect any other right or remedy available under applicable law.
The following provisions will survive termination or expiration of this License Agreement, as well as any other provisions which by their nature are intended to survive termination or expiration: Section 1 (as applicable), Section 3 (in respect of Cost Recoupment Fees accrued before the termination), and Sections 7.5, 7.6, 8 (other than Section 8.6), 10, 11, 12.5, 12.6, 12.7, 13 and 14.
12.7 Termination cooperation
Upon the termination or expiration of this License Agreement, the Parties will cooperate with one another to provide for an orderly wind-down of the transactions contemplated in this License Agreement, including as applicable an orderly management of any remaining inventory of Licensed Compound and Licensed Product.