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Term and Termination Clause Example with 11 Variations from Business Contracts
This page contains Term and Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Term and Termination. 9.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of the last to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligati...ons under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect of Termination. 9.3.1 Termination of Rights. Upon termination of this Agreement by either party pursuant to any of the provisions of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
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Horizon Pharma plc contract
Variations of a "Term and Termination" Clause from Business Contracts
Term and Termination. 9.1 11.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, Section 11, shall continue in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of the last all payment obligations pursuant to expire Valid Claim (the "Term"). 9.2 Section 6 for such Licensed Product. 11.2. Termination. 9.2.1 11.2.1. Termination Without Cause. Licensee may terminate this Agr...eement upon sixty (60) days days' prior written notice to Licensor. 9.2.2 Harvard. 11.2.2. Termination for Default. 9.2.2.1 11.2.2.1. In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) ninety (90) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 11.2.2.2, If Licensee defaults in any of its obligations under Section 8.2, 10.2 to procure and maintain insurance or, if Licensee has in any event failed to comply with the notice requirements contained therein, then Licensor Harvard may terminate this Agreement immediately without further notice to Licensee if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 or additional waiting period. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 11.2.3. Bankruptcy. Licensor Harvard may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee the other party becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 11.3. Effect of Termination. 9.3.1 11.3.1. Termination of Rights. Upon termination of this Agreement by either party pursuant to any of the provisions of Section 9.2: Sections 5.4 or 11.2: (a) the rights and licenses granted to Licensee under Article 2 Section 4 shall terminate, terminate and all rights in and to and under the Licensed Patent Rights will shall revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights Harvard; and (b) any existing agreements that contain a Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Sublicense. 11.3.2. Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing occurring prior to such termination or expiration, termination, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 termination. 11.4. Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 Sections 7.3, 7.5, 9.1, 9.3, 10, 11.3, 12.3 and 10 and Sections 7.2, 7.3 and 7.4, 12.6, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. In addition, Licensee's obligations under Sections 6.4.1(d) and 7 with respect to Type D Licensed Products shall survive termination.
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RAINDANCE TECHNOLOGIES INC contract
Term and Termination. 9.1 Expiration of Royalty Term. The term Upon expiration of the Royalty Term with respect to an Enhanced Product in any Jurisdiction and payment in full of all amounts owed hereunder with respect to such Enhanced Product in such Jurisdiction, Licensee will have a non-exclusive, fully paid up, perpetual license for such Enhanced Product in such Jurisdiction. 12.2. Termination by Licensor. (a) For Cause. Licensor may give written notice of default to Licensee, if Licensee breaches any obligation, ...covenant, condition, or undertaking of this Agreement to be performed by Licensee hereunder, such written notice to describe such breach in sufficient detail to permit Licensee to cure such breach (if capable of cure). If Licensee should fail to cure such default within ninety (90) days after such notice(if capable of cure), this Agreement, and all of the rights, privileges, and license granted hereunder, shall commence on terminate at the Effective Date and, end of such ninety (90) days; provided, however, that if such alleged termination for breach is disputed by Licensee, the termination shall not be effective unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of Parties have not resolved such matter by either (i) alliance managers or business development representatives or (ii) Executive Officers, as set forth in Section 14.10.. (b) Termination for Bankruptcy. To the last to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 Termination Without Cause. Licensee extent permitted under applicable Laws, Licensor may immediately terminate this Agreement upon sixty (60) days prior by providing written notice to Licensor. 9.2.2 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee experiences an Event of Bankruptcy. For purposes of this provision, the term "Event of Bankruptcy" means, with respect to Licensee: (i) filing by such Party in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Licensee or of its assets; (ii) Licensee being served with an involuntary petition against Licensee, filed in any insolvency proceeding, where such petition has not cured such default been dismissed within thirty (30) days [***]; (iii) Licensee proposing or being a party to any dissolution or liquidation of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee; or (iv) Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an making a general assignment for the benefit of creditors. 28 (c) Cessation of Business. If Licensee shall cease to carry on its creditors, voluntarily files for bankruptcy business with respect to the rights granted in this Agreement, this Agreement shall terminate upon written notice by Licensor. (d) Challenge of Patents. Nothing herein shall be construed as preventing Licensee, its Affiliates, or has a receiver Sublicensees, from challenging the validity or trustee (or enforceability of the like) in bankruptcy appointed by reason of its insolvency, or in Licensed Patent at any time. In the event that Licensee, or an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, Affiliate, or if Licensee becomes the subject a Sublicensee, or a Third Party on behalf of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect of Termination. 9.3.1 Termination of Rights. Upon termination of this Agreement by either party pursuant to any of the provisions foregoing, shall challenge the validity or enforceability of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) Licensed Patents in any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement forum through any means, Licensor shall have the right right, but not the obligation, in addition to obtain a license from ***Certain Confidential Information Omitted 10. any other remedy Licensor on may have available at law and/or in equity, to terminate this Agreement upon providing written notice of the same terms and conditions to Licensee, [***]. 12.3. Termination by Licensee. Licensee may terminate this Agreement, in whole or in part, at any time, with or without cause, by giving written notice thereof to Licensor, such termination shall be effective sixty (60) days after such written notice. Effective upon such termination, except as otherwise set forth herein, which in Article 13, all of Licensee's rights and obligations associated herewith shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. cease.
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Vir Biotechnology, Inc. contract
Term and Termination. 9.1 Term. Unless earlier terminated as hereinafter provided, this Agreement is in force from the Effective Date and remains in effect for the life of the last-to-expire patent in the Licensed Patent Rights, or until the Original Agreement is terminated prior to expiration for any reason and either The term Regents or Licensee do not consent to an assignment of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full... force and effect until the expiration of the last from Licensor to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Termination The Regents. 8.2.Termination for Default. 9.2.2.1 Breach. In the event that either party commits a material breach of its obligations under default or failure by Licensee to perform any of the terms, covenants or provisions of this Agreement and fails to cure that breach within sixty (60) Agreement, Licensee shall have thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor to correct such default. If such default is not corrected within such thirty (30) day period, Licensor shall have the right, at its option, to cancel and terminate this Agreement. The failure of Licensor to exercise such right of termination shall not be deemed to be a waiver of any right Licensor might have, nor shall such failure preclude Licensor from exercising or enforcing said right upon any subsequent failure by Licensee. 8.3.Termination for Insolvency. The Licensor shall have the right, at its option, to cancel and terminate this Agreement in the event that Licensee shall (i) become involved in insolvency, dissolution, or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in the event that (iii) a receiver or trustee is appointed for Licensee and Licensee shall, after the expiration of ninety (90) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. 8.4.Termination for Change of Control. The Licensor shall have the right, at its option, to cancel and terminate this Agreement following ninety (90) days prior written notice to the Licensee in the event of a Change of Control of Licensee. 8.5.Termination for Convenience. Licensee may terminate this Agreement upon at any time following ninety (90) days prior written notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect Licensor. 8.6.Effect of Termination. 9.3.1 Termination At the date of Rights. Upon termination of this Agreement, as of the receipt or provisions by Licensee of notice of such termination, Licensee shall immediately cease using any of the Licensed Patent Rights and return all tangible embodiments of Licensor's Confidential Information in its possession, if any; provided, however, that Licensee may dispose of any Licensed Products previously made or partially made prior to the effective date of termination, subject to Licensee's paying to the Licensor running royalties in accordance with Section 4 (pro-rated for a partial year as applicable) with respect thereto and otherwise complying with the terms of this Agreement. 8.7.Survival. No termination of this Agreement by shall constitute a termination or a waiver of any rights of either party pursuant to any of Party against the provisions of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use other Party accruing at or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate prior to the extent time of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach termination. The obligations of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms Sections 5, 6, 7.1, 7.2, 8.4, 8.5, 9, 11, 14, 15 and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, 17 shall survive any expiration or termination of this Agreement. Such indemnity includes but is not limited to products liability. Licensee will also assume responsibility for all costs and expenses related to such Claim for which it is obligated to indemnify the Indemnified Parties pursuant to this Section 9, including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense. The parties shall use commercially reasonable efforts to agree on the choice of counsel for any Claim. The parties shall agree on settlement terms for any Claim, such agreement not to be unreasonably withheld or delayed. If there is a conflict of interest to be represented by counsel chosen by Licensee to defend The Regents or Licensor, as applicable, in accordance with this Section 9, then The Regents and/or Licensor may retain counsel of its choice to represent it, and Licensee will pay all expenses for such representation. Such coverage(s) shall be purchased from a carrier or carriers deemed acceptable to the Licensor and shall name the Licensor as an additional insured. Upon request by the Licensor, Licensee shall provide to the Licensor copies of said policies of insurance.
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VERMILLION, INC. contract
Term and Termination. 9.1 11.1 Term. The term Option is granted to Licensee for the Option Exercise Period as of this Agreement shall commence on the Effective Date and, unless earlier terminated and this Agreement will expire automatically thereafter if the Option is not exercised within the Option Exercise Period in accordance with the terms of this Agreement. If the Option is exercised during the Option Exercise Period in accordance with the terms of this Agreement, the License is granted to Licensee as provided i...n this Article 10, shall continue in full force of the date of exercising the Option and effect until will – together with the entire Agreement – expire upon the later of (i) expiration of the last to expire Valid Claim of the Licensed Patents or (ii) 15 years from the Effective Date, unless terminated earlier in accordance with this Agreement, in which case the period of the term shall end at the date of termination (the "Term"). 9.2 Termination. 9.2.1 After the expiration (but not termination) of such Term in such country the License shall become non-exclusive and royalty free. 11.2 Termination Without Cause. by Licensee. Licensee may terminate this Agreement upon sixty (60) days prior for any reason on 60 days' written notice to Licensor. 9.2.2 11.3 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then by Licensor. Licensor may terminate this Agreement: 11.3.1 Insolvency. Immediately if at any time and in any jurisdiction, Licensee shall file a petition for bankruptcy or insolvency or similar procedure, or if Licensee shall be served with an involuntary petition for bankruptcy, insolvency, or similar proceeding against it and such petition is not dismissed within [***] days after its filing, or if Licensee shall propose or be a party of any dissolution, receivership, assignment to creditors, or liquidation procedure. 11.3.2 Material Breach. Upon any material breach or default under this Agreement without further by Licensee or an Affiliate, including the failure to pay any money owed under this Agreement, this Agreement may be terminated by Licensor upon [***] days written notice to Licensee, unless during said period and to Licensor's satisfaction Licensee fully cures such breach or default and notifies Licensor of such cure. Option & Exclusive License Agreement Page 12 11.3.3 Challenges to Validity or Enforceability. Immediately if Licensee or its Affiliates or sublicensees challenges, or institutes any action or proceeding that challenges, the validity or enforceability of any of the Licensed Patents and upon [***] days written notice to Licensee if any sublicensee challenges, or institutes any action or proceeding that challenges, the validity or enforceability of any of the Licensed Patents (unless during such [***] day period Licensee has not cured terminates the applicable sublicense agreement with such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect sublicensee). 11.4 Consequences of Termination. 9.3.1 Termination of Rights. (a) Upon termination of this Agreement by either party pursuant as provided herein, Licensee shall stop, and shall cause its Affiliates and each sublicensee to any of the provisions of Section 9.2: (a) the stop, selling and offering for sale, and/or providing Licensed Products, and all rights and licenses granted to Licensee under Article 2 by Licensor hereunder and all sublicenses shall terminate, all rights in immediately terminate. Notwithstanding the foregoing, except for termination by Licensee pursuant to Section 11.2 or Licensor pursuant to Section 11.3, Licensee and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement sublicensees shall have the right to obtain continue selling, for a license from ***Certain Confidential Information Omitted 10. Licensor on period of time not to exceed [***] months following the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in effective date of termination of this Agreement, provided that (i) those Licensed Products manufactured and possessed by it prior to the scope effective date of termination of this Agreement. Licensee will continue to comply with its obligations to report to Licensor and to pay royalties as to the sale of such Licensed Products. (b) Licensee's obligations to report to Licensor and to pay royalties as to the sale of Licensed Products or performance hereunder pursuant to the Agreement prior to termination or expiration of the license granted directly Agreement or as contemplated by Licensor to Section 11.4 shall survive such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up Agreement. (c) Each Party will promptly return to the date other Party or delete or destroy the Confidential Information of termination the other Party (except that each Party may retain one copy of the other Party's Confidential Information solely for archival purposes or expiration. After the date as required by applicable law), and will deliver a certificate signed by one of its authorized officers that is has done so. Licensor may also retain and use Licensee's Confidential Information to enforce its rights under this Agreement. (d) The following Sections will survive termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination Agreement: Section 1 (Definitions), Section 4 (Royalties; Records and Reports; Payment), Section 7 (Confidentiality; No Publicity), Section 10 (Representations; Warranties; and Negation of this Agreement. Warranties), Section 10 (Indemnification); Section 11.4 (Consequences of Termination), Section 13 (Insurance), and Section 14 (General).
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TScan Therapeutics, Inc. contract
Term and Termination. 9.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and, unless earlier terminated as provided and shall remain in this Article 10, shall continue in full force and effect until the expiration completion of the last transfer of the Technology Rights to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 the Licensee pursuant to Section 4.2, unless this Agreement is terminated by the agreement of the parties or earlier in accordance with any of the other pro...visions of this Section 11. 11.2 Termination Without Cause. for Failure to Pay. If the Licensee may fails to make any payment due hereunder, the Licensor shall have the right to terminate this Agreement upon sixty (60) thirty (30) business days prior written notice, unless the Licensee makes such payments within said thirty (30) day notice to Licensor. 9.2.2 period. If payments are not made, the Licensor may immediately terminate this Agreement at the end of said thirty (30) day period. 11.3 Termination for Default. 9.2.2.1 In Insolvency. The Licensor shall have the event that either party commits a material breach of its obligations under this Agreement and fails right to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without with no further notice obligation or opportunity to Licensee cure if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes the Licensee: (a) shall make an assignment for the benefit of its creditors, voluntarily files for bankruptcy creditors or has (b) shall have a receiver or trustee (or the like) petition in bankruptcy appointed by reason filed for or against it. 11.4 Termination for Non-Financial Default. If the Licensee shall default in the performance of any of its insolvency, or other obligations under this Agreement not otherwise covered by the provisions of Section 11.2 and 11.3, and if such default has not been cured within sixty (60) days after notice by the Licensor in writing of such default, the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes Licensor may immediately terminate this Agreement at the subject end of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 said sixty (60) day cure period. 11.5 Effect of Termination. 9.3.1 Termination on Sublicenses. Any sublicenses granted by the Licensee under this Agreement shall provide for termination or assignment to the Licensor of the Licensee's interest therein, at the option of the Licensor, upon termination of this Agreement or upon termination of any license hereunder under which such sublicense has been granted. 11.6 Effects of Termination of Rights. Agreement. Upon termination of this Agreement by either party pursuant to for any of reason, the provisions of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate license grant to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of NGL Technology shall also terminate. The Licensee shall cease, and shall cause its Sublicense agreement shall have the right Sublicensees to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose cease under any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license sublicense granted by Licensee the Licensee, all Sales and uses of Products and Processes upon such termination, subject to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination 11.7. The termination or expiration of this Agreement or any license granted hereunder shall not relieve the parties Licensee or its Sublicensees of obligations accruing prior to arising before such termination or expiration, including obligations to pay amounts accruing hereunder up to expiration. 11 11.7 Inventory. Upon early termination of this Agreement other than for default, the Licensee and its Sublicensees may complete and Sell any work-in-progress and inventory of Products that exist as of the effective date of termination or expiration. After provided that (i) the date of termination or expiration (except in Licensee pays the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance running royalty or other amounts due on such Net Income Before Taxes in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations terms and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination conditions of this Agreement, and (ii) the Licensee and its Sublicensees shall survive any complete and Sell all work-in-progress and inventory of Products within six (6) months after the effective date of termination. Upon expiration or termination of this Agreement, the Licensee shall pay to Licensor the royalties set forth in Section 3.2 for Sales of any Product that was in inventory or was a work-in-progress on the date of expiration of the Agreement.
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AMERICAN POWER GROUP Corp contract
Term and Termination. 9.1 Term. The Unless earlier terminated as provided herein, the term of this Agreement shall commence on is from the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of all patents issued under Patent Rights (if any) and the last to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 cancellation, withdrawal, or express abandonment of all patent applications under Patents Rights (if any). 7.2 Terminatio...n Without Cause. Licensee by Licensee. Licensee, at its option, may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Termination for Default. 9.2.2.1 In the event that either party commits a material breach Agreement, provided Licensee is not in default on any of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving Agreement, by providing Licensor written notice thereof, the other party of intent to terminate, which such termination will be effective 90 days following receipt of such notice and Termination Fee by Licensor. 7.3 Termination by Licensor. Licensor may immediately terminate this Agreement immediately Agreement, or Licensee's rights with respect to any part of Licensed Subject Matter, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to the party in breach. 9.2.2.2 If Licensee defaults in of Licensor's decision to terminate, if any of its obligations under Section 8.2, then Licensor may terminate the following occur: (a) Licensee is in breach of any payment provision of this Agreement without further notice to Licensee if Licensee has Agreement, and does not cured cure such default breach within thirty (30) 60 days after delivery of written notice from Licensor; or (b) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assists a third party in pursuing such default from Licensor. 9.2.3 Bankruptcy. a proceeding or action, unless Licensee or its Affiliate or Sublicensee is required to do so based on a court order or other governmental ruling. 7 7.4 Other Conditions of Termination. This Agreement will terminate immediately without the necessity of any action being taken by Licensor may terminate this Agreement upon notice to Licensee or Licensee: (i) if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial bankrupt or extra-judicial settlement with insolvent; (ii) Licensee ceases its creditors, business operations; (iii) Licensee makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy creditors; (v) if the business or has a receiver or trustee (or the like) in bankruptcy appointed by reason assets of its insolvency, or Licensee are otherwise placed in the event an involuntary bankruptcy action is filed against hands of a receiver, assignee or trustee, whether by voluntary act of Licensee or otherwise, or (vi) the Parties are unable to agree to the terms and not dismissed within ninety (90) days, or if Licensee becomes conditions of Exhibit D and to attach and execute and final version of the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 same to this Agreement. 7.5 Effect of Termination. 9.3.1 Termination If this Agreement is terminated for any reason: (a) All rights and licenses of Rights. Upon Sublicensees shall terminate upon termination of this Agreement; provided however, if the Sublicensee is in good standing and agrees in writing to assume all of the obligations of Licensee applicable to Sublicensee and provides Licensor with written notice thereof within 30 days after termination of this Agreement, then such Sublicense Agreement shall survive in accordance with its terms; and (b) Licensee (and any Affiliates) shall cease making, having made, distributing, having distributed, using, selling, offering to sell, leasing, loaning and importing any Licensed Products and performing Licensed Service by the effective date of termination; and (c) Nothing in this Agreement will be construed to release either party pursuant Party from any obligation that matured prior to the effective date of termination; and (d) The provisions of Sections 8 (Confidentiality), 9 (Infringement and Litigation), 11 (Representations and Disclaimers), 12 (Limit of Liability), 13 (Indemnification), 14 (Insurance), 17 (Use of Name), 18 (Notices), and 19 (General Provisions) shall survive any termination or expiration of this Agreement. In addition, the provisions of Section 9.2: (a) the rights 3 (Consideration), and licenses granted Paragraph 6.1 (Patent Expenses) shall survive with respect to Licensee under Article 2 shall terminate, all rights in activities and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate payment obligations accruing prior to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
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Bakhu Holdings, Corp. contract
Term and Termination. 9.1 6.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, 6, shall continue in full force and effect until for fifteen (15) years thereafter (the "Initial Term"). After the Initial Term, this Agreement shall renew for successive three-year periods (the Initial Term and such period, the "Term") unless 14 [XXX] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS... BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED either Party gives the other Party written notice of its desire to terminate the Agreement no less than sixty (60) days prior to the expiration of the last to expire Valid Claim (the "Term"). 9.2 Initial Term or any applicable successive period during the Term. 6.2. Termination. 9.2.1 6.2.1. Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Harvard. 6.2.2. Termination for Default. 9.2.2.1 6.2.2.1. In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) ninety (90) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 6.2.2.2. If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice 5.2 to Licensee procure and maintain insurance or, if Licensee has not cured such in any event failed to comply with the notice requirements contained therein and fails to cure that default within thirty (30) days of after receiving written notice of such default from Licensor. 9.2.3 thereof, Harvard may terminate this Agreement immediately upon written notice to Licensee. 6.2.4. Bankruptcy. Licensor Harvard may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 6.3. Effect of Termination. 9.3.1 6.3.1. Termination of Rights. Upon any termination or expiration of this Agreement by either party pursuant to any of the provisions of Section 9.2: Agreement, (a) the rights and licenses granted to Licensee under Article 2 shall terminate, (b) all rights in and to and under the Patent Rights Biological Material and Technology Transfer Material will revert to Licensor and Harvard and, subject to Section 6.3.2, neither Licensee nor its Affiliates Sublicensees may make any further use or exploitation of the Patent Rights any Biological Material or Technology Transfer Material and (b) (c) any existing Sublicense shall terminate to the extent of such terminated license; terminate; provided, however, that, notwithstanding for each Sublicensee, upon termination of the foregoing, each license, if the Sublicensee that is not at such time then in breach of its the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from ***Certain Confidential Information Omitted 10. Licensor Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations 15 [XXX] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED or liabilities on Licensor Harvard that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate Agreement. Furthermore, in the prosecution event of any termination or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 expiration of this Agreement (based on the number of direct licenses Agreement, Licensee shall destroy, and shall cause its agents and Sublicensees to destroy, all Biological Material under the Patent Rights their control or in effect on the date of reimbursement). 9.3.2 their possession. 6.3.2. Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor Harvard pursuant to Section 8.2), Licensee, 6.2), Licensee and its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 5.2. 6.4. Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 5 and 10 7 and Sections 7.2, 7.3 and 7.4, 2.2.2.3 (but only with respect to a Sublicensee's right to obtain a direct license from Harvard), 2.3, 3.1, 3.6, 6.3, 6.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
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Solid Biosciences Inc. contract
Term and Termination. 9.1 7.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, Section 7, shall continue in full force and effect until the expiration of the last to expire Valid Claim (the "Term"). 9.2 7.2. Termination. 9.2.1 7.2.1. Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 7.2.2. Termination for Default. 9.2.2.1 In the event that either party commit...s a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 0 7.2.3. Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee the other party becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 7.3. Effect of Termination. 9.3.1 Termination or Expiration. 7.3.1. Termination of Rights. Upon expiration or termination of this Agreement by either party pursuant to any of the provisions of Section 9.2: (a) 7.2 the rights and licenses granted to Licensee under Article Section 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may not make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Rights. 7.3.2. Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. expiration under Section 4.2. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees 7.2), Licensee (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 same. 7.4. Survival. The parties' respective rights, obligations and duties under Articles 4, 6, 7, and 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
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Neuraxis, INC contract
Term and Termination. 9.1 6.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, 6, shall continue in full force and effect until for fifteen (15) years thereafter (the "Initial Term"). After the Initial Term, this Agreement shall renew for successive three-year periods (the Initial Term and such period, the "Term") unless either Party gives the other Party written notice of its desire to terminate the Agreement no less than sixty (60)... days prior to the expiration of the last to expire Valid Claim (the "Term"). 9.2 Initial Term or any applicable successive period during the Term. 6.2. Termination. 9.2.1 6.2.1. Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Harvard. 6.2.2. Termination for Default. 9.2.2.1 6.2.2.1. In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) ninety (90) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 6.2.2.2. If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice 5.2 to Licensee procure and maintain insurance or, if Licensee has not cured such in any event failed to comply with the notice requirements contained therein and fails to cure that default within thirty (30) days of after receiving written notice of such default from Licensor. 9.2.3 thereof, Harvard may terminate this Agreement immediately upon written notice to Licensee. 6.2.4. Bankruptcy. Licensor Harvard may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 [XXX] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 14 CONFIDENTIAL TREATMENT REQUESTED 6.3. Effect of Termination. 9.3.1 6.3.1. Termination of Rights. Upon any termination or expiration of this Agreement by either party pursuant to any of the provisions of Section 9.2: Agreement, (a) the rights and licenses granted to Licensee under Article 2 shall terminate, (b) all rights in and to and under the Patent Rights Biological Material and Technology Transfer Material will revert to Licensor and Harvard and, subject to Section 6.3.2, neither Licensee nor its Affiliates Sublicensees may make any further use or exploitation of the Patent Rights any Biological Material or Technology Transfer Material and (b) (c) any existing Sublicense shall terminate to the extent of such terminated license; terminate; provided, however, that, notwithstanding for each Sublicensee, upon termination of the foregoing, each license, if the Sublicensee that is not at such time then in breach of its the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from ***Certain Confidential Information Omitted 10. Licensor Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor Harvard that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate Agreement. Furthermore, in the prosecution event of any termination or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 expiration of this Agreement (based on the number of direct licenses Agreement, Licensee shall destroy, and shall cause its agents and Sublicensees to destroy, all Biological Material under the Patent Rights their control or in effect on the date of reimbursement). 9.3.2 their possession. 6.3.2. Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor Harvard pursuant to Section 8.2), Licensee, 6.2), Licensee and its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 5.2. 6.4. Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 5 and 10 7 and Sections 7.2, 7.3 and 7.4, 2.2.2.3 (but only with respect to a Sublicensee's right to obtain a direct license from Harvard), 2.3, 3.1, 3.6, 6.3, 6.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
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Solid Biosciences Inc. contract
Term and Termination. 9.1 10.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of the last to expire Valid Claim (the "Term"). 9.2 10.2 Termination. 9.2.1 10.2.1 Termination Without Cause. Licensee may terminate this Agreement for any or no reason upon sixty (60) days prior written notice to Licensor. 9.2.2 Harvard. 10.2.2 Termination for Default. 9.2.2.1 10.2.2.1 In the ev...ent that either party Party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) thirty (30) days after receiving written notice thereof, the other party Party may terminate this Agreement immediately upon written notice to the party Party in breach. 9.2.2.2 17 10.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, 9.2 to procure and maintain insurance or, if Licensee has in any event failed to comply with the notice requirements contained therein, then Licensor Harvard may terminate this Agreement immediately without further notice or additional waiting period. 10.2.2.3 Harvard shall be entitled to Licensee if Licensee has not cured such default within thirty (30) days terminate this Agreement in accordance with the provisions of written notice of such default from Licensor. 9.2.3 Section 3.4. 10.2.3 Bankruptcy. Licensor Harvard may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 10.3 Effect of Termination. 9.3.1 10.3.1 Termination of Rights. Upon expiration or termination of this Agreement by either party Party pursuant to any of the provisions of Section 9.2: 10.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Licensed Patent Rights and Licensed Know-How will revert to Licensor Harvard and neither Licensee nor its Affiliates may make any further use or exploitation of the Licensed Patent Rights or Licensed Know-How; and (b) any existing agreements that contain a Sublicense shall terminate to the extent of such terminated license; Sublicense; provided, however, that, notwithstanding for each Sublicensee, upon termination of the foregoing, each Sublicense agreement with such Sublicensee, if the Sublicensee that is not at such time then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain seek a license from ***Certain Confidential Information Omitted 10. Licensor on the same Harvard. Harvard agrees to negotiate such licenses in good faith under reasonable terms and conditions as set forth herein, conditions, which shall not impose any representations, warranties, obligations or liabilities on Licensor Harvard that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Agreement. 10.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties Parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration, which shall be paid to Harvard within forty-five (45) days after such termination or expiration. After Notwithstanding any other provision of this Agreement, after the date of termination or expiration (except in the case of termination by Licensor Harvard pursuant to Section 8.2), 10.2), Licensee, its Affiliates and Sublicensees (a) may sell or otherwise dispose of all Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell or otherwise dispose of the same; provided that, same, in each case, in accordance with the terms and conditions of this Agreement, including that in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor Harvard in accordance with Article 3, 4 within thirty (30) days after the end of each Calendar Quarter after the Term during which such sales or other dispositions are made, provide reports and audit rights to Licensor Harvard pursuant to Article 4 5 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 9.2. 10.4 Survival. The parties' Parties' respective rights, obligations and duties under Articles 4, 8, 9 and 5, 9, 10 and 11 and Sections 7.2, 7.3 8.2 and 7.4, 8.3, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. In addition, Licensee's obligations under Section 4.5 with respect to Sublicenses granted prior to expiration or termination of the Agreement shall survive such expiration or termination.
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ReWalk Robotics Ltd. contract
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