Reversion Right Clause Samples

Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that (i) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) breaches any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach to Purchaser (or the applicable Payment Obligor) by Seller, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are...

Reversion Right. If Buyer assigns this Agreement or the License Agreement to, or otherwise sells or transfers the Business to, a Third Party (the “Acquiring Party”), then within 60 days after the closing of such foregoing assignment transaction (the “Confirmation Period”), the Acquiring Party shall provide to Sellers’ Representative written confirmation of the Acquiring Party’s intent to satisfy the requirements of Section 6.3 and to pay any Earn-Out due to Sellers under Section 2.3 (a “Confirmation Notice”). If the Acquiring Party does not provide Sellers’ Representative a Confirmation Notice, Sellers, through the Sellers’ Representative, may elect, by giving written notice to the Acquiring Party within 90 days following the end of the Confirmation Period, to have Acquiring Party assign to Sellers’ Representative, in exchange for [***], all of the Acquiring Party’s right, title and interest in the Business, including any Regulatory Approvals for the Product in the Territory and any Company Intellectual Property, which assignment shall occur as soon as practicable, as reasonably determined by Sellers. The Parties agree that, following the foregoing assignment and reversion of rights to the Product to Sellers’ Representative, the Acquiring Party and Buyer shall have no further obligations to Sellers pursuant to Sections 2.3 and 6.3 (except, in the case of Buyer, with respect to any Earn-Out Payments already accrued and payable to Sellers prior to the consummation of the sale, transfer or assignment of rights from Buyer to the Acquiring Party described above).

Reversion Right 

Reversion Right. If the Division determines that the employee will not 12 complete the probation period for a position to which the employee has promoted, demoted to a 13 classification where a probationary period has not been served, reinstated to a classification where a 14 probationary period has not been served or transferred to a classification where a probationary period 15 has not been served, or if the employee chooses not to complete this probation period, the employee 16 is eligible to return (revert) to the former position (or equivalent) if there is a vacancy. However, 17 other employees will not be removed to create a vacancy for the employee. If the employee’s former 18 position is not available, the employee will be terminated from employment and their name will be 19 placed on a bargaining unit recall list for a period of two years from the date of termination.

Reversion Right. 6.1 Durata shall use reasonable efforts to file, or to have its Affiliate, licensee or designee file, a Regulatory Approval Application for the Product in Japan within [**] months after the later of (a) the filing by Durata, its Affiliate, licensee or designee of a Regulatory Approval Application for the Product with the FDA and (b) the filing by Durata, its Affiliate, licensee or designee of a Regulatory Approval Application for the Product with the EMA (the “Reversion Term”); provided, however, that (1) the obligations under this Sections 6.1 and Sections 4, 6.2, 6.3 and 6.4 shall terminate and Durata shall have no obligation to file or have filed a Regulatory Approval Application for the Product in Japan if, at any time, an External Termination Factor or Safety Concern arises, and (2) if, at any time, an External Delay Factor arises, the period set forth in this Section 6.1 shall be automatically extended by the number of days between the date on which such External Delay Factor arises and the date on which such External Delay Factor has been completely eliminated or resolved. For the avoidance of doubt, the Parties agree and acknowledge that Durata shall be under no obligation to seek or obtain Regulatory Approval for the Product in Japan. 6.2 If Durata fails to fulfill its obligation pursuant to Section 6.1, then, as RaQualia’s sole remedy and Durata’s exclusive liability, RaQualia may regain the rights to the Product in Japan on substantially the same terms as in the Marketing Rights Agreement and the Parties shall negotiate in good faith the terms of such an agreement (including any necessary amendments to this Agreement), and, upon RaQualia’s written request to regain such rights, Durata’s obligations under Sections 4, 6.1, 6.3 and 6.4 shall automatically terminate. 6.3 If, at any time, Durata notifies RaQualia in writing that Durata desires to terminate its obligations and RaQualia’s rights under Sections 4, 6.1, 6.2 and 6.4, then, as RaQualia’s sole remedy and Durata’s exclusive liability, RaQualia may regain the rights to the Product in Japan on substantially the same terms as in the Marketing Rights Agreement and the Parties shall negotiate in good faith the terms of such agreement (including any necessary amendments to this Agreement), and, upon RaQualia’s receipt of Durata’s notice of such termination, RaQualia’s rights and Durata’s obligations pursuant to Sections 4, 6.1, 6.2 and 6.4 shall automatically terminate. 6.4 Once each calendar year...

Reversion Right. The Obligor shall be entitled to exercise the Reversion Right granted to it under Section 5.10 of the Trust Agreement, subject to the conditions set forth therein; provided, that the Reversion Right may not be exercised by the Obligor after the date occurring ninety (90) days prior to the expiration of the Term.

Reversion Right. In the event Buyer fails to make the requisite payment in connection with (x) a Payment Condition as set forth in Section 2, or (y) as set forth in Sections 5 or 6, Seller will have sixty (60) days from the Payment Condition Date or other applicable event (the “Notification Period”) to request in writing that Buyer transfer back to Seller, all Buyer’s right, title and interest in, to and under the Purchased Assets. Upon receipt by Buyer of such written request, Buyer shall have sixty (60) business days to arrange payment of such amount that is due and payable in connection with the applicable Payment Condition (the “Cure Period”). In the event that Buyer receives such written notification within the Notification Period and does not pay Seller within the Cure Period the amount that has become due and payable, Buyer hereby agrees and covenants to transfer back to Seller the Purchased Assets, free of any liens or encumbrances created or imposed upon by Buyer during the period Buyer owned the Purchased Assets, pursuant to an assignment agreement in a form consistent with Exhibit 1. If Seller fails to provide written notification within the Notification Period as required herein, Seller’s rights under this Section 3 will expire, and no transfer of ownership of the Purchased Assets by Buyer to Seller will occur hereunder.

Reversion Right. 43 SECTION 29. Payment of Transaction Expenses and Other Costs and Expenses...................................44 (a) Transaction Expenses...........................................................................44 (b) Other Costs and Expenses.......................................................................44 SECTION 30. Owner for Income Tax Purposes..................................................................44