Loved this part the most with Pint Licensing agreement.
11.5. Effect of Termination; Surviving Obligations.
(a) Effect of Termination. Upon termination of this Agreement by CYTOVIA as provided herein, all rights and obligations of the Parties under this Agreement shall terminate, except as provided in this Section 11. Thereafter each Sublicensee shall become a direct licensee of CYTOVIA, at CYTOVIA’s sole option, and provided that (i) such Sublicensee is then in full compliance with all terms and conditions of its sublicense, (ii) all payments owed thereunder to CYTOVIA have been paid, and (iii) such Sublicensee agrees in writing, at least ten (10) business days prior to the effective date of termination of this Agreement, that such Sublicensee directly assumes all obligations of PINT under this Agreement in the Territory (or that portion of the Territory to which the sublicense pertains). During a period of twelve (12) months after termination of the Agreement or until such time as CYTOVIA is able to find a new marketing partner for the Product, whichever occurs earlier, PINT shall continue to support the Product call center and to receive Adverse Event reports and forward such reports to CYTOVIA, provided, however, that CYTOVIA reimburses PINT at CYTOVIA’s costs. After the expiration of this twelve (12) months period, any reports received by PINT shall be forwarded promptly to CYTOVIA (or its designee).
(b) Termination Procedures. Upon termination of this Agreement as provided herein, (i) PINT shall transfer to CYTOVIA all information regarding the Product and all regulatory filings and Regulatory Approvals regarding the Product in the Territory and copies of all data, reports, records and materials in PINT’s possession or Control constituting the CYTOVIA Technology or relating to the Commercialization of the Product in the Territory, including all non-clinical and clinical data relating to the Product, at CYTOVIA’s cost, unless termination is due to the breach of any material provision of this Agreement by PINT, within thirty (30) days after such termination; (ii) PINT shall, and hereby does as of the date of such termination, assign to CYTOVIA such rights as PINT has or may acquire in any Regulatory Approvals, Regulatory Documentation, data, materials, promotional, advertising, marketing and distribution rights, contracts, patents and other information relating to the Product; (iii) PINT shall enter into and execute all reasonable and appropriate assignments needed to assign to CYTOVIA such rights PINT has or may acquire in any Regulatory Approvals, Regulatory Documentation, data, materials, promotional, advertising, marketing and distribution rights, contracts, patents and other information relating to the Product; (iv) PINT shall appoint CYTOVIA as its exclusive distributor of the Product in the Territory and shall grant CYTOVIA the right to appoint sub-distributors, until such time as all Regulatory Approvals in the Territory have been transferred to CYTOVIA; (v) if CYTOVIA reasonably requests, and to the extent assignable by PINT, PINT shall transfer to CYTOVIA any Third Party agreements relating to the development or Commercialization of the Product to which PINT is a party, provided that CYTOVIA agrees to assume and perform all obligations arising under such agreements after the date of such assignment; and (vi) CYTOVIA shall have the option, exercisable within thirty (30) days after the effective date of such termination, to purchase any inventory of the Product affected by such termination at PINT’s cost of goods therefor pursuant to mutually agreeable payment and delivery terms for the sale of such inventory. If CYTOVIA does not exercise such option by providing written notice thereof to PINT during such thirty (30) day period, or if CYTOVIA informs PINT of its intention not to exercise such option, then PINT will be entitled, during the period ending on the last day of the sixth (6th) full month following the effective date of such termination, to sell any inventory of the Product that remains on hand as of the effective date of such termination, so long as PINT pays to CYTOVIA the amounts due on Net Sales, as applicable, in accordance with the terms and conditions set forth in this Agreement. PINT shall execute all documents and take all such further actions as may be reasonably requested by CYTOVIA in order to give effect to this Section.
(c) Return of Confidential Information. Within thirty (30) days following the expiration or termination of this Agreement, each Party shall deliver to the other Party any and all Confidential Information of such Party then in its possession, provided that each Party may retain one (1) copy of such Confidential Information solely for monitoring continued compliance with the terms of this Agreement.
(d) Surviving Obligations. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreemen
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