18.4 If this Agreement is terminated under Article 18.1 to 18.3, the Licensee will make all outstanding royalty payments to UBC under Articles 5 and 6, and UBC may proceed to enforce payment of all outstanding royalties or other monies owed to UBC and to exercise any or all of the rights and remedies available under this Agreement or otherwise available by law or in equity, successively or concurrently, at the option of UBC. Within 5 days of the Effective Termination Date, the Licensee will have no further right of any nature at all in the Technology or any UBC Improvements or Joint Improvements, provided that the Licensee shall be entitled to continue to use the Technology and any UBC Improvements and any Joint Improvements for the purposes of completing the manufacture of all Products and the execution of all Services that are in process on the Effective Termination Date, until 6 months after the Effective Termination Date as reasonably necessary to satisfy its contractual obligations to third parties.
18.5 The Licensee (and subject to Article 4.4, all sublicensees) will cease to use the Technology or any UBC Improvements or Joint Improvement in any manner at all or to manufacture or sell the Products or provide any Service within 5 days from the Effective Termination Date, provided that the Licensee shall be entitled to continue to use the Technology and any UBC Improvements and any Joint Improvements for the purposes of completing the manufacture of all Products and the execution of all Services that are in process on the Effective Termination Date, until 6 months after the Effective Termination Date as reasonably necessary to satisfy its contractual obligations to third parties. The Licensee will then deliver to UBC an accounting within 7 months from the Effective Termination Date. The accounting will specify, in or on such terms as UBC may in its sole discretion require, the inventory or stock of Products manufactured and remaining unsold on the Effective Termination Date. Without limitation, if this Agreement is terminated under Article 18.1, no Products will be sold or Service provided without the prior written notice to UBC. The Licensee will continue to make royalty payments to UBC in the same manner specified in Articles 5 and 6 on all Products that are sold or Services that are provided in accordance with this Article 18.5, notwithstanding anything contained in, or any exercise of rights by UBC, under Article 18.4.
18.6 Notwithstanding the termination or expiration of this Agreement, Article 12 remains in full force and effect until 6 years after:
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all payments of royalty required to be made by the Licensee to UBC under this Agreement have been made by the Licensee to UBC; and
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any other claim or claims of any nature or kind at all of UBC against the Licensee has been settled.
|19.0 || |
MISCELLANEOUS COVENANTS OF LICENSEE
19.1 The Licensee represents and warrants to UBC that the Licensee is a corporation duly organized, existing and in good standing under the laws of British Columbia and has the power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated by this Agreement, all of which have been duly and validly authorized by all requisite corporate proceedings.
19.2 The Licensee will comply with all laws, regulations and ordinances, whether Federal, State, Provincial, County, Municipal or otherwise, with respect to the Technology, Improvements, Products or Services and this Agreement.
19.3 The Licensee acknowledges and agrees that UBC will own the results of any testing, evaluation, or analysis of the Technology and any UBC Improvements or Joint Improvements conducted by, or for, the Licensee or any sublicensee during the Term, including any data, test results, specifications, papers or other materials prepared in connection with such testing, evaluation, or analysis of the Technology, and that such data will be returned to UBC on any expiry or termination of this Agreement. For clarity this data will not include information on Cellular Components.
19.4 The Licensee will pay all reasonable legal expenses and costs incurred by UBC in negotiating and drafting this Agreement.