Cancellation or Termination. 7.1. It is expressly agreed that, if Licensee should fail to deliver to University any payment, royalty, or equity at the time or times that the same should be due to University or if Licensee should in any material respect violate or fail to keep or perform any covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder (but specifically excluding any diligence obligations under Article V), then the University, by written notice to Licensee, shall have the right to terminate this Agreement, provided, however, that Licensee shall have the opportunity to cure any such breach described in University’s written notice within [***] ([***]) [***] of receipt. Licensee’s right to cure a breach after the first two breaches of Licensee properly noticed by University under the terms of this Agreement (regardless of the nature of those breaches) shall be conditioned upon Licensee paying the reasonable costs and expenses of University directly relating to such breach by Licensee. If University should in any material respect violate or fail to keep or perform any material covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder, then Licensee, by written notice to University, shall have the right to terminate this Agreement, provided, however, that University shall have the opportunity to cure any such breach described in Licensee’s notice within [***] ([***]) [***] of receipt. 7.2. University may terminate this Agreement with respect to a Class of Licensed Compounds or in whole for Licensee’s lack of diligence, pursuant to the provisions of Articles 5.1, 5.2 or 5.3 of this Agreement, as the case may be. 7.3. If Licensee should be adjudged bankrupt or enter into a composition with or assignment to its creditors, then in such event University shall have the right to cancel and terminate this Agreement, and the license herein provided for, by written notice to Licensee. 7.4. Any termination or cancellation under any provision of this Agreement shall not relieve either party of any obligation which accrued prior to the effective date of such termination, including, in the case of Licensee, its obligation to pay any royalty or other fees (including attorney’s fees pursuant to Article 3.2 hereof) due or owing at the time of such cancellation or termination. 7.5. Licensee may terminate this Agreement at any time by providing University with thirty (30) days advance written notice.
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Cancellation or Termination. 7.1. It is expressly agreed that, if Licensee should fail to deliver to University any payment, royalty, or equity at the time or times that the same should be due to University or if Licensee should in any material respect violate or fail to keep or perform any covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder (but specifically excluding any diligence obligations under Article V), then the University, by written notice to Licensee, shall have the right to terminate this Agreement, provided, however, that Licensee shall have the opportunity to cure any such breach described in University’s written notice within [***] thirty ([***]30) [***] days of receipt. Licensee’s right to cure a breach after the first two breaches of Licensee properly noticed by University under the terms of this Agreement (regardless of the nature of those breaches) shall be conditioned upon Licensee paying the reasonable costs and expenses of University directly relating to such breach by Licensee. If University should in any material respect violate or fail to keep or perform any material covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder, then Licensee, by written notice to University, shall have the right to terminate this Agreement, provided, however, that University shall have the opportunity to cure any such breach described in Licensee’s notice within [***] thirty ([***]30) [***] days of receipt.
7.2. University may terminate this Agreement with respect to a Class of Licensed Compounds or in whole for Licensee’s lack of diligence, pursuant to the provisions of Articles 5.1, 5.2 or 5.3 of this Agreement, as the case may be.
7.3. If Licensee should be adjudged bankrupt or enter into a composition with or assignment to its creditors, then in such event University shall have the right to cancel and terminate this Agreement, and the license herein provided for, by written notice to Licensee.
7.4. Any termination or cancellation under any provision of this Agreement shall not relieve either party of any obligation which accrued prior to the effective date of such termination, including, in the case of Licensee, its obligation to pay any royalty or other fees (including attorney’s fees pursuant to Article 3.2 hereof) due or owing at the time of such cancellation or termination.
7.5. Licensee may terminate this Agreement at any time by providing University and Niigata with thirty (30) days advance written notice.
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Cancellation or Termination. 7.1. It is expressly agreed that, if Licensee should fail to deliver to University any payment, royalty, or equity at the time or times that the same should be due to University or if Licensee should in any material respect violate or fail to keep or perform any covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder (but specifically excluding any diligence obligations under Article V), then the University, by written notice to Licensee, shall have the right to terminate this Agreement, provided, however, that Licensee shall have the opportunity to cure any such breach described in University’s written notice within [***] thirty ([***]30) [***] days of receipt. Licensee’s right to cure a breach after the first two breaches of Licensee properly noticed by University under the terms of this Agreement (regardless of the nature of those breaches) shall be conditioned upon Licensee paying the reasonable costs and expenses of University directly relating to such breach by Licensee. If University should in any material respect violate or fail to keep or perform any material covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder, then Licensee, by written notice to University, shall have the right to terminate this Agreement, provided, however, that University shall have the opportunity to cure any such breach described in Licensee’s notice within [***] thirty ([***]30) [***] days of receipt.
7.2. University may terminate this Agreement with respect to a Class of Licensed Compounds or in whole for Licensee’s lack of diligence, pursuant to the provisions of Articles 5.1, 5.1 or 5.2 or 5.3 of this Agreement, as the case may be. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
7.3. If Licensee should be adjudged bankrupt or enter into a composition with or assignment to its creditors, then in such event University shall have the right to cancel and terminate this Agreement, and the license herein provided for, by written notice to Licensee.
7.4. Any termination or cancellation under any provision of this Agreement shall not relieve either party of any obligation which accrued prior to the effective date of such termination, including, in the case of Licensee, its obligation to pay any royalty or other fees (including attorney’s fees pursuant to Article 3.2 hereof) due or owing at the time of such cancellation or termination.
7.5. Licensee may terminate this Agreement at any time by providing University with thirty (30) days advance written notice.
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Cancellation or Termination. 7.18.1. It is expressly agreed that, if Licensee should fail to deliver to University any payment, royalty, or equity at the time or times that the same should be due to University or if Licensee should in any material respect violate or fail to keep or perform any covenant, condition, or undertaking The term of this Agreement will commence on its part the date hereof and will continue for six months from the date of this Agreement, unless terminated earlier as provided in this Agreement or extended by mutual written agreement of the parties. Notwithstanding the foregoing, if Buyer submits a Purchase Order for a Product and production or delivery of such Product will extend beyond the term of this Agreement, Seller is under no obligation to accept such Purchase Order, but Seller may accept such Purchase Order, in which case, this Agreement shall be kept applicable to such Purchase Order. Purchase Orders that effectively extend the term of this Agreement for any Product shall not be counted or performed hereunder (but specifically excluding any diligence obligations under Article V)credited in determining the Clock-hour Minimum; provided, then the Universityhowever, by written notice to Licensee, that Buyer shall have the right to terminate this Agreement, provided, however, that Licensee shall have the opportunity to cure any change delivery for such breach described in University’s written notice within [***] ([***]) [***] of receipt. Licensee’s right to cure a breach after the first two breaches of Licensee properly noticed by University under the terms of this Agreement (regardless of the nature of those breaches) shall be conditioned upon Licensee paying the reasonable costs and expenses of University directly relating to such breach by Licensee. If University should in any material respect violate or fail to keep or perform any material covenant, condition, or undertaking of this Agreement on its part to be kept or performed hereunder, then Licensee, by written notice to University, shall have the right to terminate this Agreement, provided, however, that University shall have the opportunity to cure any such breach described in Licensee’s notice within [***] ([***]) [***] of receipt.
7.2. University may terminate this Agreement with respect Products to a Class of Licensed Compounds or in whole for Licensee’s lack of diligence, pursuant to date within the provisions of Articles 5.1, 5.2 or 5.3 term of this Agreement, as and, to the case may beextent such modification is accepted by Seller, such Products shall be included in the determination of the Clock-hour Minimum under Section 2.
7.38.2. If Licensee should be adjudged bankrupt [Intentionally omitted.]
8.3. In addition to any rights or enter into a composition with remedies Buyer may have under this Agreement, in law or assignment to its creditorsin equity, then in such event University shall have the right to cancel and Buyer may terminate this Agreement:
8.3.1. Notwithstanding any other provision herein, if Seller breaches this Agreement in any regard, and the license herein provided for, by fails to cure such breach within 30 days after receipt of written notice to Licenseefrom Seller detailing the breach.
7.48.3.2. Any termination If a petition in bankruptcy is filed by or cancellation against Seller under any provision section of the Bankruptcy Act, or Seller becomes insolvent, or makes any assignment for the benefit of creditors or has a receiver appointed for it.
8.4. In addition to any rights or remedies Seller may have under this Agreement, in law or in equity, Seller may terminate this Agreement:
8.4.1. Immediately if Buyer breaches its financial obligations under this Agreement.
8.4.2. If Buyer breaches this Agreement in any regard (other than for a monetary default), and fails to cure such breach within 30 days after receipt of written notice from Seller detailing the breach.
8.4.3. If a petition in bankruptcy is filed by or against Buyer under any section of the Bankruptcy Act, or Buyer becomes insolvent, or makes any assignment for the benefit of creditors or has a receiver appointed for it.
8.5. Upon expiration, cancellation or termination of this Agreement the following will occur:
8.5.1. Seller will (a) immediately make available Buyer's property, including any Tooling owned by Buyer, for Buyer or its representative to remove from Seller's premises or (b) return to Buyer, at Buyer's expense, all Buyer's property, including Tooling owned by Buyer, within sixty (60) days, unless otherwise notified in writing by Buyer;
8.5.2. Seller will discontinue all work under this Agreement, unless otherwise directed by Buyer;
8.5.3. Seller will take all reasonable actions necessary to protect Buyer's property or any property in which Buyer has an interest;
8.5.4. Buyer shall not relieve either party of any obligation which accrued prior to the effective date of such termination, including, in the case of Licensee, its obligation to pay any royalty or other fees (including attorney’s fees all outstanding invoices; and
8.5.5. If this Agreement is terminated pursuant to Article 3.2 hereof) due or owing at Section 8.4, Buyer shall pay the time of such cancellation or terminationMake-up Payment to Seller.
7.5. Licensee may terminate this Agreement at any time by providing University with thirty (30) days advance written notice.
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