Common use of Effect of Non-Payment Clause in Contracts

Effect of Non-Payment. In the event that LJL fails to make any minimum royalty payment due under Section 3.3(a) hereto, and LJL does not cure such failure to pay within thirty (30) days after receipt by LJL of notice thereof then, after reasonably considering LJL's reasons for nonpayment hereunder, and at FluorRx's sole discretion: (i) [*]or [*]. (ii) the licenses granted under Sections 2.1 (a) and 2.2 shall become non-exclusive, the royalty rates set forth in Section 3.2 shall thereafter [*] and [*] or (iii) FluorRx may submit a written request to LJL for termination of this Agreement. In the event that LJL denies such request, then the parties shall submit to binding arbitration the issue whether: (a) LJL abandoned the Licensed Technology and discontinued selling or commercializing the Licensed Products, without any intention of continuing to sell or commercialize the Licensed Products, in which event the Agreement shall be terminated; or (b) LJL was using its reasonable efforts to commercialize or sell the Licensed Products, in which event the Agreement shall not be terminated and either Section 3(b)(i) or 3(b)(ii) would govern the relationship of the parties hereunder. For purposes of Section 3(b)(iii), binding arbitration shall take place in San Jose, California, under the Commercial Arbitration Rules of the American Arbitration Association by one (1) arbitrator mutually agreed to by the parties or, in the event that the parties fail to appoint an arbitrator within ten (10) days after the initiation of the arbitration proceeding, appointed in accordance with such Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, and shall be the sole remedy available under this Section 3.3(b). The parties agree that, any provision of [*] = Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party, but shall strictly conform to the provisions set forth in this Section 3.3(b).

Effect of Non-Payment. In the event that LJL fails to make any minimum royalty payment due under Section 3.3(a) hereto, and LJL does not cure such failure to pay within thirty (30) days [*] after receipt by LJL of notice thereof then, after reasonably considering LJL's reasons for nonpayment hereunder, and at FluorRx's sole discretion: (i) [*]or [*]. (ii) the licenses granted under Sections 2.1 (a) and 2.2 shall become non-exclusive, the royalty rates set forth in Section 3.2 shall thereafter [*] and [*] or (iii) FluorRx may submit a written request to LJL for termination of this Agreement. In the event that LJL denies such request[*], then the parties shall submit to binding arbitration the issue whether: (a) LJL abandoned the Licensed Technology and discontinued selling or commercializing the Licensed Products, without any intention of continuing to sell or commercialize the Licensed Products, [*]; in which event the Agreement agreement shall be terminated; or (b) LJL was using its reasonable efforts to commercialize or sell the Licensed Products, [*] in which event the Agreement agreement shall not be terminated and either Section 3(b)(i) or 3(b)(ii) would govern the relationship of the parties hereunder[*]. For purposes of Section 3(b)(iii), binding arbitration shall take place in San Jose, California, under the Commercial Arbitration Rules of the American Arbitration Association by one (1) arbitrator mutually agreed to by the parties or, in the event that the parties fail to appoint an arbitrator within ten (10) days after the initiation of the arbitration proceeding, appointed in accordance with such Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, and shall be the sole remedy available under this Section 3.3(b). The parties agree that, any provision of [*] = Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party, but shall strictly conform to the provisions set forth in this Section 3.3(b).

Effect of Non-Payment. In the event that LJL fails to make any minimum royalty payment due under Section 3.3(a) hereto, and LJL does not cure such failure to pay within thirty (30) days after receipt by LJL of notice thereof then, after reasonably considering LJL's reasons for nonpayment hereunder, and at FluorRx's sole discretion: (i) [*]or [*]. (ii) the licenses granted under Sections 2.1 (a) and 2.2 shall become non-exclusive, the royalty rates set forth in Section 3.2 shall thereafter [*] and [*] or (iii) FluorRx may submit a written request to LJL for termination of this Agreement. In the event that LJL denies such request, then the parties shall submit to binding arbitration the issue whether: (a) LJL abandoned the Licensed Technology and discontinued selling or commercializing the Licensed Products, without any intention of continuing to sell or commercialize the Licensed Products, in which event the Agreement shall be terminated; or (b) LJL was using its reasonable efforts to commercialize or sell the Licensed Products, in which event the Agreement shall not be terminated and either Section 3(b)(i) or 3(b)(ii) would govern the relationship of the parties hereunder. For purposes of Section 3(b)(iii), binding arbitration shall take place in San Jose, California, under the Commercial Arbitration Rules of the American Arbitration Association by one (1) arbitrator mutually agreed to by the parties or, in the event that the parties fail to appoint an arbitrator within ten (10) days after the initiation of the arbitration proceeding, appointed in accordance with such Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, and shall be the sole remedy available under this Section 3.3(b). The parties agree that, any provision of [*] = Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party, but shall strictly conform to the provisions set forth in this Section 3.3(b).