Common use of Certain Termination Events Clause in Contracts

Certain Termination Events. (a) If either Endo or Noven should fail to discharge fully and promptly any of its material obligations under this Agreement and/or the Supply Agreement attached as Exhibit B, including, without limitation, obligations to make payments, and should such party failing to discharge any of its material obligations fail to cure such failure within thirty (30) days in the case of failure to make payments or with in sixty (60) days for other failures after notice in writing thereof by the other party, which period to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved. (b) Either party may terminate this Agreement with immediate effect in the event that any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution EXECUTION COPY proceeding is filed against the other party and such proceeding is not dismissed within sixty (60) days after the filing thereof. (c) Either party may terminate this Agreement with immediate effect with respect to any Licensed Product that is permanently and completely withdrawn from all markets in the Territory for serious adverse health or safety reasons. (e) Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party or their Affiliates, makes, markets, sells, or distributes any transdermal product in the Territory that is a Competing Product. (f) Following launch of the Licensed Product either party may terminate this Agreement upon ninety (90) days prior written notice to the other party if the Gross Margin to be split by the parties pursuant to Section 6.03 is less than ***of the corresponding Net Sales in any two (2) consecutive calendar quarters. In the event of such a termination, if the non-terminating party desires to continue commercializing the Licensed Product, the terminating party shall transfer to the non-terminating party sufficient rights under this Agreement to enable the non-terminating party to continue to use and sell Licensed Product under the Product ANDA and the Intellectual Property Rights. The terminating party shall have no further obligations under this Agreement but shall be entitled to a royalty of *** of net sales of Licensed Product by the non-terminating party in the event that the non-terminating party continues to commercialize the Licensed Product. (h) Endo may terminate this Agreement with immediate effect upon notice to Noven before the Commercial Launch of Licensed Product in the event that that the delay referred to in Section 6.02(d) exceeds 120 days.

Certain Termination Events. (a) If either Endo or Noven should fail to discharge fully and promptly any of its material obligations under this Agreement and/or the Supply Agreement attached as Exhibit B, including, without limitation, obligations to make payments, and should such party failing to discharge any of its material obligations fail to cure such failure within thirty (30) days in the case of failure to make payments or with in sixty (60) days for other failures after notice in writing thereof by the other party, which period to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved. (b) Either party may terminate this Agreement with immediate effect in the event that any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution EXECUTION COPY proceeding is filed against the other party and such proceeding is not dismissed within sixty (60) days after the filing thereof. (c) Either party may terminate this Agreement with immediate effect with respect to any Licensed Product that is permanently and completely withdrawn from all markets in the Territory for serious adverse health or safety reasons. (d) If at any time during the term of this Agreement, Endo, directly or indirectly, takes any action or assists or supports any third party in taking any action challenging any of Noven' rights in the Noven Patents, including any action in connection with an opposition, reexamination, revocation or invalidation proceeding, or requests a declaration of an interference against or otherwise attacks the validity or enforceability of any Noven Patent, or contests or disputes Noven's entitlement to or ownership of the Noven Patents, Noven shall have the right to immediately terminate this Agreement. (e) Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party or their Affiliates, makes, markets, sells, or distributes any transdermal product in the Territory that is a Competing Product. (f) Following launch of the Licensed Product either party may terminate this Agreement upon ninety (90) days prior written notice to the other party if the Gross Margin to be split by the parties pursuant to Section 6.03 is less than **** of the corresponding Net Sales in any two (2) consecutive calendar quarters. In the event of such a termination, if the non-terminating party desires to continue commercializing the Licensed Product, the terminating party shall transfer to the non-terminating party sufficient rights under this Agreement to enable the non-terminating party to continue to use and sell Licensed Product under the Product ANDA and the Intellectual Property Rights. The terminating party shall have no further obligations under this Agreement but shall be entitled to a royalty of *** of net sales of Licensed Product by the non-terminating party in the event that the non-terminating party continues to commercialize the Licensed Product. (g) Either party may terminate this Agreement in accordance with the provisions of Section 9.03 immediately upon notice to the other party if such other party notifies it of its election to disavow any risk of infringement pursuant to such Section. Any termination pursuant to Section 9.03 and this Section 13.02(g) shall be subject to all the terms and conditions of Section 9.03, including the restriction on making, using or selling Licensed Product or any Competing Product for a period of one year after such termination. (h) Endo may terminate this Agreement with immediate effect upon notice to Noven before the Commercial Launch of Licensed Product in the event that that the delay referred to in Section 6.02(d) exceeds 120 days.

Certain Termination Events. (a) If either Endo a. In the event of any breach of Section II.B., II.C., II.D., III.B.1. or Noven should fail to discharge fully and promptly any III.B.2, of its material obligations under this Agreement and/or by either party hereto, or in the Supply event either party materially breaches the Card Service Agreement, the non-breaching party shall have the right to terminate this Agreement attached as Exhibit B, including, without limitation, obligations to make payments, and should such if the breaching party failing to discharge any of its material obligations fail to cure such failure has not cured said breach within thirty (30) days after its receipt of a detailed notice from the non-breaching party specifying the alleged breach. Notwithstanding the foregoing, in the case event the alleged breach is of failure a nature that is subject to make payments or with in sixty cure but not within said thirty (6030) day period, the breaching party shall have an additional period which is agreeable to both parties but is not less than ten (10) days for other failures after notice in writing thereof by which it may, through the other partyexercise of its reasonable best efforts, cure the alleged breach, failing which period the non-breaching party shall have the right to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved. (b) Either party may terminate this Agreement with immediate effect upon thirty (30) days prior written notice. If the breach is not cured within the end of the thirty (30) day cure period or other extended cure period, or if a Dispute arises as to whether the breach was cured, the parties shall engage in Dispute Resolution as set forth above (unless otherwise mutually agreed). In such event, if Ticketmaster is in breach, any moneys paid in advance pursuant to the payment terms of this Agreement in respect of the applicable semi-annual period(s) will be returned on a pro-rata basis based on the date of the breach. b. Without limiting the generality of the foregoing, subject to the dispute resolution procedure set forth herein, in addition to any rights hereunder, the non-breaching party shall be entitled to pursue any and all rights and remedies that it may have at law or in equity. c. Without limiting the generality of the foregoing, in the event that any proceeding under a Bankruptcy Act or any insolvencyduring the Term of this Agreement, receivership or dissolution EXECUTION COPY proceeding is filed against Ticketmaster has less than $600 million of aggregate gross annual worldwide Ticket sales from its Ticketing business) then Amex shall have the other party and such proceeding is not dismissed within sixty (60) days after the filing thereof. (c) Either party may terminate this Agreement with immediate effect with respect right to any Licensed Product that is permanently and completely withdrawn from all markets in the Territory for serious adverse health or safety reasons. (e) Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party or their Affiliates, makes, markets, sells, or distributes any transdermal product in the Territory that is a Competing Product. (f) Following launch of the Licensed Product either party may terminate this Agreement upon ninety (90) days prior written notice to the other party if the Gross Margin to be split by the parties pursuant to Section 6.03 is less than ***of the corresponding Net Sales in any two (2) consecutive calendar quarters. In the event of such a termination, if the non-terminating party desires to continue commercializing the Licensed Product, the terminating party shall transfer to the non-terminating party sufficient rights under this Agreement to enable the non-terminating party to continue to use and sell Licensed Product under the Product ANDA and the Intellectual Property Rights. The terminating party shall have no further obligations under this Agreement but shall be entitled to a royalty of *** of net sales of Licensed Product by the non-terminating party in the event that the non-terminating party continues to commercialize the Licensed ProductTicketmaster. (h) Endo may terminate this Agreement with immediate effect upon notice to Noven before the Commercial Launch of Licensed Product in the event that that the delay referred to in Section 6.02(d) exceeds 120 days.

Certain Termination Events. a. In the event of any breach of Section II.B. (aConsideration), II.E. (Marketing), III.B. (Ownership of Mailing Lists and Customer List Information) If either Endo or Noven should fail to discharge fully and promptly any III.C. (Trademarks/Intellectual Property) of its material obligations under this Agreement and/or by either party hereto, or in the Supply event either party materially breaches the Card Service Agreement, the non-breaching party shall have the right to terminate this Agreement attached as Exhibit B, including, without limitation, obligations to make payments, and should such if the breaching party failing to discharge any of its material obligations fail to cure such failure has not cured said breach within thirty (30) days after its receipt of a detailed notice from the non-breaching party specifying the alleged breach. Notwithstanding the foregoing, in the case event the alleged breach is of failure a nature that is subject to make payments or with in sixty cure but not within said thirty (6030) day period, the breaching party shall have an additional period which agreeable to both parties but is not less than ten (10) days for other failures after notice in writing thereof by which it may, through the other partyexercise of reasonable best efforts, cure the alleged breach, failing which period the non-breaching party shall have the right to cure may be extended for up to sixty (60) days, upon written request, if such additional time is reasonably necessary to effect such cure and provided that such party is using diligent effort to pursue such cure, this Agreement can thereupon be terminated at the aggrieved party's option upon notice to that effect; provided, however, that such termination shall not come into effect unless and until the time period for the chief executive officers of the parties to negotiate a resolution of the dispute, pursuant to Section 14.02 has expired without the dispute having been resolved. (b) Either party may terminate this Agreement with immediate effect upon thirty (30) days prior written notice. If the breach is not cured within the end of the thirty (30) day cure period or other extended cure period, or if a Dispute arises as to whether the breach was cured, the parties shall engage in Dispute Resolution as set forth above (unless otherwise mutually agreed). In such event, if Ticketmaster is in breach, any moneys paid in advance pursuant to the event payment terms of this Agreement in respect of the applicable quarterly period(s) will be returned on a pro-rata basis based on the date of the breach. b. Without limiting the generality of the foregoing, subject to the dispute resolution procedure set forth herein, in addition to any rights hereunder, the non-breaching party shall be entitled to pursue any and all rights and remedies that it may have at law or in equity. c. If at any proceeding under time either party suffers any material damage, cost or expense (i.e., resulting in provable financial loss) as a Bankruptcy Act result of improper or any insolvency, receivership or dissolution EXECUTION COPY proceeding is filed against inaccurate Materials regarding the services of the other party and if such proceeding is Materials have not dismissed been approved, the aggrieved party shall have a right to immediately terminate this Agreement provided that the breaching party has not cured said breach within sixty thirty (6030) days after its receipt of a detailed notice from the filing thereof. (c) Either non-breaching party may terminate this Agreement with immediate effect with respect to any Licensed Product specifying the alleged breach. Notwithstanding the foregoing, in the event the alleged breach is of a nature that is permanently and completely withdrawn from all markets subject to cure but not within said thirty (30) day period, the breaching party shall have an additional period which agreeable to both parties but is not less than ten (10) days in which it may, through the Territory for serious adverse health or safety reasons. (e) Either exercise of reasonable best efforts, cure the alleged breach, failing which the non-breaching party may terminate this Agreement with immediate effect upon notice shall have the right to the other party, if the other party or their Affiliates, makes, markets, sells, or distributes any transdermal product in the Territory that is a Competing Product. (f) Following launch of the Licensed Product either party may terminate this Agreement upon ninety thirty (9030) days prior written notice. If the breach is not cured within the end of the thirty (30) day cure period or other extended cure period, or if a Dispute arises as to whether the breach was cured, the parties shall engage in Dispute Resolution as set forth above (unless otherwise mutually agreed). d. Either Ticketmaster or Amex will have the right to terminate this Agreement early on no less than twelve (12) months' prior written notice to the other party if the Gross Margin to be split by the parties pursuant to Section 6.03 is less than ***of the corresponding Net Sales in any two (2) consecutive calendar quarters. In the event of such a termination, if the non-terminating party desires to continue commercializing the Licensed Product, the terminating party shall transfer to the non-terminating party sufficient rights under this Agreement to enable the non-terminating party to continue to use and sell Licensed Product under the Product ANDA and the Intellectual Property Rights. The terminating party shall have no further obligations under this Agreement but shall be entitled to a royalty of *** of net sales of Licensed Product by the non-terminating party in the event that the non-terminating party continues to commercialize the Licensed ProductTicketmaster or its parent or affiliates acquires a controlling interest in a company which issues or distributes a credit, charge and/or payment card. (h) Endo may terminate this Agreement with immediate effect upon notice to Noven before the Commercial Launch of Licensed Product in the event that that the delay referred to in Section 6.02(d) exceeds 120 days.