Term and Termination Clause Example with 11 Variations from Business Contracts

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. View More