Provision Language
16. Consequences of expiry or termination
16.1 Duties
(A) Upon termination or expiry of this Agreement:
(i) all rights and licences granted hereunder (including those in Clause 3.1) shall immediately terminate; and
(ii) 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 (i) ViiV may retain copies of such of the MPPF’s Confidential Information as may be required to be able to have the benefit of any continuing licences under Clause 16.1(B)(ii); and (ii) 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 Law and shall continue to comply with the terms of Clause 13 in respect of the same.
(B) Upon termination of this Agreement, the MPPF shall procure that each Sublicence granted and in full force and effect at the time of termination of this Agreement shall either be:
(i) if there are grounds to terminate such Sublicence under Clause 21 of the Sublicence and upon request by ViiV, immediately terminated in accordance with its terms; or
(ii) if there are no grounds to terminate such Sublicence under Clause 21 of the Sublicence, or if such grounds exist ViiV does not request termination under Clause 16.1(B)(i) above, converted (by way of the MPPF, ViiV and the relevant Sublicensee entering into a novation agreement transferring the rights and obligations of the MPPF under the Sublicence to ViiV) into a licence between ViiV and the relevant Sublicensee under the same terms and conditions of the Sublicence.
Rights and remedies. Upon the termination of this Agreement, the MPPF shall have no claim for compensation for any loss of whatever nature arising as a result of such termination. To the extent (and only to the extent) that Applicable Law provides for compensation upon such an event, the MPPF hereby expressly agrees to waive this right (to the extent possible under the Applicable Law) or otherwise repay to ViiV any such compensation or indemnity.
16.2 Survival. Any provision of this Agreement which expressly survives expiry or termination of the Agreement or which, by its terms, requires performance after the termination or expiry of the Agreement, or has application to events that may occur after the termination or expiry of the Agreement, will survive such expiry or termination (including Clauses 9 (Liability and Indemnity), 10 (Records and Audit Rights), 13 (Confidentiality) and 29 (Governing Law and Dispute Resolution)).
18. Exercise of rights by the MPPF under a Sublicence
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18.2 If the MPPF wishes to independently exercises its right to terminate a Sublicence, it shall prior to exercising such right, notify ViiV of the same in writing. Upon receipt of such notice, ViiV shall inform the MPPF whether it wishes, instead of the Sublicence being terminated, for the Sublicence to be novated to ViiV, in which case the MPPF shall procure that the Sublicence is converted (by way of the MPPF, ViiV and the relevant Sublicensee entering into a novation agreement transferring the rights and obligations of the MPPF under the Sublicence to ViiV) into a licence between ViiV and the relevant Sublicensee under the same terms and conditions of the Sublicence.
Schedule 2 – Form of Sublicense
21. TERM AND TERMINATION
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21.5 Termination of Head Licence. Upon termination of the Head Licence, and provided that the Licensee is not in breach of this Agreement, this Agreement shall be converted (by way of the Licensor, ViiV and the Licensee entering into a novation agreement transferring the rights and obligations of the Licensor under this Agreement to ViiV) into a licence between ViiV and the Licensee on the same terms and provisions agreed in this Agreement.
22. EFFECT OF TERMINATION OR EXPIRY
22.1 Duties upon termination or expiry. Upon termination or expiry of this Agreement:
22.1.1 the Licensee shall cease all exploitation of the Patent Rights;
22.1.2 the Licensee shall immediately pay all outstanding sums due from the Licensee to ViiV under this Agreement;
22.1.3 each Party shall, upon request by, and at no charge to, the other Party, (a) promptly return to the other Party all Confidential Information in its possession that belongs to the other Party (or any of their Affiliate) or has been provided by or on behalf of such other Party (or any of their Affiliate) under the Agreement (“Returnable Material“) or, (b) if directed to do so, promptly delete or render permanently inaccessible Returnable Material and provide evidence to the other Party of the same having been done, except that the Party shall be permitted to retain one (1) copy of the Confidential Information its possession so that any continuing obligations may be determined; and
22.1.4 the Licensee shall immediately notify the Licensor of the amount of Licensed Compound and/or Licensed Product the Licensee then has available to it. The Licensor shall consider, acting reasonably and taking into account demand in the Territory as reasonably estimated by the Licensor, if the Licensee should be permitted to sell that amount of Licensed Compound and/or Licensed Product in accordance with the terms of this Agreement (and subject to any additional conditions as reasonably determined by the Licensor), and shall inform the Licensee of its decision on the same.
22.2 Survival. Any provision of this Agreement which expressly survives expiry or termination of the Agreement or which, by its terms, requires performance after the termination or expiry of the Agreement, or has application to events that may occur after the termination or expiry of the Agreement, will survive such expiry or termination (including Clauses 11 (Confidentiality), 17 (Indemnification), 19 (Records and Audit Rights), and 34 (Governing Law and Dispute Resolution)).
22.3 Rights and remedies. Termination or expiry of this Agreement (in whole or in part) shall be without prejudice to any other rights or remedies available to a Party or a Third Party beneficiary, and shall not affect any 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.