Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.

Termination by Licensor. Section 13.1 Subject to the provisions of Section 13.2, if LICENSEE fails to deliver to LICENSOR any statement or report required hereunder when due, violates or fails to perform any covenant, condition, or undertaking of this AGREEMENT to be performed by it hereunder, files a bankruptcy action, has a bankruptcy action filed against it, becomes insolvent, enters into a dissolution agreement with creditors, or has a receiver appointed for it, LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 or as of any anniversary thereof upon at least 30 days’ give written notice to LICENSEE for of its intent to terminate, If LICENSEE cures within ninety (90) days of such notice, the rights, privileges, and license granted hereunder shall remain in full force; otherwise, the rights, privileges, and license granted hereunder shall terminate. Section 13.2 Notwithstanding any reasonprovision of Section 13.1, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant fails to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual perform any due diligence obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, under Article 7 by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoingperformance is due, LICENSOR may terminate this Agreement at any time upon at least 30 days’ give written notice to LICENSEE of its intent to convert LICENSEE’S license to a non-exclusive license, if LICENSEE cures within 365 days of such notice, the license granted hereunder shall have failed remain exclusive; otherwise, the license shall become non-exclusive. Section 13.3 If LICENSEE should cease to make carry on its business with respect to the rights granted in this AGREEMENT, this AGREEMENT shall terminate upon ninety (90) days written notice by LICENSOR to LICENSEE, except that if LICENSEE resumes carrying on such business within such ninety (90) days, this AGREEMENT shall not terminate. Any termination pursuant to Article 13 shall not impair any payment when due accrued right of LICENSOR, and LICENSEE shall pay all attorney’s fees and costs incurred by LICENSOR in enforcing any obligation of LICENSEE or at accrued right of LICENSOR. Articles 8 and 20 shall survive any time breach any material term termination of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed ProductsAGREEMENT.

Termination by Licensor. LICENSOR may a. Licensor will have the right to terminate this Agreement at any time effective as of December 31, 2017 if Neurocrine materially breaches or as defaults in the performance or observance of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term provisions of this Agreement and such payment is not made breach or such breach default is not cured within sixty (60) days after receipt of written notice thereof from the Licensor. b. Licensor may, upon giving written notice of termination, immediately terminate this Agreement upon receipt of notice that Neurocrine has become insolvent or has suspended business or has filed a voluntary petition or has filed an answer admitting the jurisdiction of the U.S. Bankruptcy Court in the material allegations of, or has consented to, an involuntary petition purporting to be pursuant to any applicable cure reorganization or insolvency law of any jurisdiction, or has made an assignment for the benefit of creditors or has applied for or consented to the appointment of a receiver or trustee of a substantial part of its property. c. Any amount payable hereunder by one of the parties to the other, which has not been paid by the date on which such payment is due, and is not cured within sixty (60) days after receipt of written notice thereof, shall bear interest from such date until the date on which such payment is made, at the rate of two percent (2%) per annum in excess of the prime rate prevailing at the Citibank, NA, in New York, New York, during the period specified of arrears. Such amount and the interest thereon may be set off against any amount due, whether in Article 11 terms of this AgreementAgreement or otherwise howsoever, or LICENSEE repeatedly has to the party in default by any non-defaulting party. d. Upon termination of this Agreement for any reason other than termination pursuant to Section 5.2(a) and prior to expiration as set forth in Section 5.1 hereof, all rights in and to the Licensed Patent Rights shall revert to Licensor, and Neurocrine shall not be entitled to make any further use whatsoever of the Licensed Patent Rights. e. Termination of this Agreement shall not relieve the parties of any obligation to the other party incurred prior to such termination , provided inaccurate reports hereunderthat in the event of termination by Neurocrine pursuant to Section 5.2, or if there has been a cessation by LICENSEE Neurocrine shall be relieved of general operations or of work related to Licensed Productsall obligations hereunder including, without limitation, obligations referenced in Section 3.2 and 3.5.

Termination by Licensor. LICENSOR may Except as hereinafter provided, failure of Licensee to cure a default by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, which notice states such default, shall give Licensor good cause to terminate this Agreement at Addendum. Termination shall be accomplished by mailing or delivering to Licensee written notice of termination, which notice shall state the grounds therefore and shall be effective (i) immediately in any time effective as case of December 31, 2017 voluntary abandonment of this Addendum by Licensee or as conviction of any anniversary thereof upon at least 30 days’ Licensee of an offense directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such notice to LICENSEE for any reason, of termination in all other cases; provided, however, that LICENSOR shall give LICENSEE at least one years’ notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice of thereof any early termination default under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to Addendum which materially impairs the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days good will associated with a copy any of the relevant portion of such contract, extend the effective date of LICENSOR’s termination Trademarks. In addition to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR this Addendum may terminate this Agreement at be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make time by applicable law or regulation. The provisions of any payment when due applicable law or at any time breach any material term regulation prescribing permissible grounds, or minimum periods of notice, for termination of this Agreement and such payment is not made or such breach is not cured within franchise shall supersede any applicable cure period specified in Article 11 provision of this Agreement, Addendum that is less favorable to Licensee than such law or LICENSEE repeatedly has provided inaccurate reports hereunder, regulation. This Addendum shall terminate automatically without notice or if there has been a cessation any act by LICENSEE any party upon any termination or expiration of general operations or of work related Licensee's "Dairy Queen" franchise agreement referred to Licensed Productsin Paragraph 1.1.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 2005 or as of any anniversary thereof upon at least 30 days’ ' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one two years’ ' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR’s 's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s 's termination to December 31st of the date on calendar year in which the later of any aforesaid contractual obligations obligation of LICENSEE to any such its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ ' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.. [Confidential Information Omitted and filed separately with the Securities and Exchange Commission]

Termination by Licensor. LICENSOR may Except as hereinafter provided, failure of Licensee to cure a default by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, which notice states such default, shall give Licensor good cause to terminate this Agreement at Addendum. Termination shall be accomplished by mailing or delivering to Licensee written notice of termination, which notice shall state the grounds therefore and shall be effective (i) immediately in any time effective as case of December 31, 2017 voluntary abandonment of this Addendum by Licensee or as conviction of any anniversary thereof upon at least 30 days’ Licensee of an offense -14- <PAGE> directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such notice to LICENSEE for any reason, of termination in all other cases; provided, however, that LICENSOR shall give LICENSEE at least one years’ notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice of thereof any early termination default under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to Addendum which materially impairs the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days good will associated with a copy any of the relevant portion of such contract, extend the effective date of LICENSOR’s termination Trademarks. In addition to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR this Addendum may terminate this Agreement at be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make time by applicable law or regulation. The provisions of any payment when due applicable law or at any time breach any material term regulation prescribing permissible grounds, or minimum periods of notice, for termination of this Agreement and such payment is not made or such breach is not cured within franchise shall supersede any applicable cure period specified in Article 11 provision of this Agreement, Addendum that is less favorable to Licensee than such law or LICENSEE repeatedly has provided inaccurate reports hereunder, regulation. This Addendum shall terminate automatically without notice or if there has been a cessation any act by LICENSEE any party upon any termination or expiration of general operations or of work related Licensee's "Dairy Queen" franchise agreement referred to Licensed Productsin Paragraph 1.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 2012 or as of any anniversary thereof upon at least 30 days’ ' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ ' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR’s 's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s 's termination to December 31st of the date on calendar year in which the later of any aforesaid contractual obligations obligation of LICENSEE to any such its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ ' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 2016 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.

Termination by Licensor. LICENSOR may Licensor has the right to immediately terminate this Agreement at any time effective as and all licenses granted hereunder by providing Licensee with written notice of December 31termination, 2017 or as upon the occurrence of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination following events: 8.2.1 Licensee ceases to the date carry on which the later of its business with respect to Licensed Products. 8.2.2 Licensee fails to pay on schedule any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any royalty or other payment when that has become due and is payable under Articles 3 or at any time breach any material term 4 of this Agreement and such payment is not made or such breach is has not cured the default by making the required payment, together with interest due, within 30 days of receiving a written notice of default from Licensor requesting such payment. 8.2.3 Licensee fails to meet any applicable cure period specified of the due diligence requirements set forth in Article 11 5 unless Licensee has cured the default by meeting the obligation within thirty (30) days of receiving written notice of default from Licensor. 8.2.4 Licensee is convicted of a felony relating to the manufacture, use, sale or importation of Licensed Products. 8.2.5 Licensee materially breaches any other provision of this Agreement, unless Licensee has cured the breach within 90 days of receiving written notice from Licensor specifying the nature of the breach. 8.2.6 Licensor shall have the right, at its option, to cancel and terminate this Agreement in the event that Licensee shall (i) become involved in insolvency, dissolution, bankruptcy or LICENSEE repeatedly has provided inaccurate reports hereunderreceivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or if there has in the event that (iii) a receiver or trustee is appointed for Licensee and Licensee shall, after the expiration of thirty (30) days following any of the events enumerated above, have been unable to secure a cessation by LICENSEE dismissal, stay or other suspension of general operations or such proceedings. In the event of work related termination of this Agreement, all rights to Licensed Productsthe Subject Technology shall revert to Licensor.

Termination by Licensor. LICENSOR may terminate this Agreement at for any time reason effective as of December 31, 2017 2011 (or as such date may be extended pursuant to the last sentence of this Section 10.3) or as of any anniversary thereof upon at least 30 days’ ' written notice to LICENSEE for any reasonLICENSEE, provided, however, that LICENSOR shall give LICENSEE at least one years’ ' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect either at the time LICENSOR’s 's termination notice is givengiven or prior to December 31, 2011 (or as such date may be extended pursuant to the last sentence of this Section 10.3), then the LICENSEE may, by providing LICENSOR within at least 10 business days prior to the proposed termination date with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s 's termination to December 31st of the date on calendar year in which the later of any aforesaid contractual obligations obligation of LICENSEE to any such its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ ' written notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided provides materially inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed ProductsProducts for longer than six (6) months. LICENSEE shall have the option, exercisable by delivering to LICENSOR on or before December 31, 2010, a wire payment of [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] and a written notice referring to such payment and indicating that LICENSEE wishes to extend by five years the possible termination dates specified in Sections 10.2 and 10.3 hereof. Upon the timely receipt of such notice and payment, the references to "December 31, 2011" in Sections 10.2 and 10.3 shall automatically be amended to read "December 31, 2016" and the reference to [Confidential Information Omitted and filed separately with the Securities and Exchange Commission]in Section 3.2 as minimum annual royalty for of each license year beyond 2011 shall automatically be amended to read [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] without further action required by the parties to this Agreement.

Termination by Licensor. LICENSOR may Except as hereinafter provided, failure of Licensee to cure a default by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, which notice states such default, shall give Licensor good cause to terminate this Agreement at Addendum. Termination shall be accomplished by mailing or delivering to Licensee written notice of termination, which notice shall state the grounds therefore and shall be effective (i) immediately in any time effective as case of December 31, 2017 voluntary abandonment of this Addendum by Licensee or as conviction of any anniversary thereof upon at least 30 days’ Licensee of an offense -14- directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such notice to LICENSEE for any reason, of termination in all other cases; provided, however, that LICENSOR shall give LICENSEE at least one years’ notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice of thereof any early termination default under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to Addendum which materially impairs the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days good will associated with a copy any of the relevant portion of such contract, extend the effective date of LICENSOR’s termination Trademarks. In addition to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR this Addendum may terminate this Agreement at be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make time by applicable law or regulation. The provisions of any payment when due applicable law or at any time breach any material term regulation prescribing permissible grounds, or minimum periods of notice, for termination of this Agreement and such payment is not made or such breach is not cured within franchise shall supersede any applicable cure period specified in Article 11 provision of this Agreement, Addendum that is less favorable to Licensee than such law or LICENSEE repeatedly has provided inaccurate reports hereunder, regulation. This Addendum shall terminate automatically without notice or if there has been a cessation any act by LICENSEE any party upon any termination or expiration of general operations or of work related Licensee's "Dairy Queen" franchise agreement referred to Licensed Productsin Paragraph 1.1.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 2015 or as of any anniversary thereof upon at least 30 days’ ' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ ' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in effect at the time LICENSOR’s 's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s 's termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ ' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided provides inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products, and "cessation" shall not include any temporary cessation of operations or work by LICENSEE as may occur from time to time.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 2016 or as of any anniversary thereof upon at least 30 days’ ' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ ' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect at the time LICENSOR’s 's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s 's termination to December 31st of the date on calendar year in which the later of any aforesaid contractual obligations obligation of LICENSEE to any such its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ ' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or LICENSEE repeatedly has provided provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.