Common use of Termination by University Clause in Contracts

Termination by University. (a) If LICENSEE fails to perform or violates any term of this Agreement including but not limited to if LICENSEE is [***] in arrears with payment according to Paragraph 4.3, then UNIVERSITY shall be entitled to give LICENSEE written notice of default specifying the nature of default and requiring to cure it (“Notice of Default”). If LICENSEE fails to cure the default within sixty (60) days of the Notice of Default, then UNIVERSITY shall be entitled to terminate this Agreement and the license granted herein by sending a second written notice (“Notice of Termination”) to LICENSEE. If such a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. In case of termination caused by default of payment all respective interest for default are to be paid additionally. (b) UNIVERSITY shall have the right to terminate this Agreement by giving written notice, in the event of the filing by LICENSEE of a petition of bankruptcy or insolvency or both, or in the event of an adjudication that LICENSEE is bankrupt or insolvent or both, or after filing by LICENSEE of any petition or pleading asking reorganization, readjustment or rearrangement of its business under any law relating to bankruptcy or insolvency, or upon or after appointment of a receiver for all or substantially all of the property of LICENSEE or upon or after the making of any assignment for the benefit of creditors or upon or after the institution of any proceedings for the liquidation or winding-up of LICENSEE’s business or for the termination of its corporate charter, and this Agreement shall terminate upon the date specified in such written notice. (c) If at any time during the term of this Agreement LICENSEE directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within the Patent Rights or any of the claims thereof, then UNIVERSITY shall be entitled at any time thereafter to terminate all or any of the licenses granted hereunder forthwith by written notice thereof to LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) UNIVERSITY shall be entitled to terminate this Agreement immediately in accordance with Paragraph 3.2(b).

Termination by University. (a) If LICENSEE fails to perform or violates any term of this Agreement including but not limited to if LICENSEE is [***] in arrears with payment according to Paragraph 4.3Agreement, then UNIVERSITY shall be entitled to may give LICENSEE written notice of default specifying the nature of default and requiring to cure it (“Notice of Default”)) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days of the Notice of DefaultDefault with respect to the failure to make payments required under this Agreement or within one hundred twenty (120) days for any other breach, then UNIVERSITY shall be entitled to may terminate this Agreement and the license granted herein by sending a second written notice (“Notice of Termination”) to LICENSEE. If such a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. In case of termination caused by default of payment all respective interest for default are to be paid additionally. (b) UNIVERSITY shall have the right to terminate this Agreement by giving written notice, in the event of the filing by LICENSEE of a petition of bankruptcy or insolvency or both, or in the event of an adjudication that LICENSEE is bankrupt or insolvent or both, or after filing by LICENSEE of any petition or pleading asking reorganization, readjustment or rearrangement of its business under any law relating to bankruptcy or insolvency, or upon or after appointment of a receiver for all or substantially all of the property of LICENSEE or upon or after the making of any assignment for the benefit of creditors or upon or after the institution of any proceedings for the liquidation or winding-up of LICENSEE’s business or for the termination of its corporate charter, and this Agreement shall terminate upon the date specified in such written notice. (c) If at any time during the term of this Agreement LICENSEE directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within the Patent Rights or any of the claims thereof, then UNIVERSITY shall be entitled at any time thereafter to terminate all or any of the licenses granted hereunder forthwith by written notice thereof to LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) UNIVERSITY shall be entitled to terminate this Agreement immediately in accordance with Paragraph 3.2(b).

Termination by University. (a) If LICENSEE fails to perform or violates any term of this Agreement including but not limited to if LICENSEE is [***] in arrears with payment according to Paragraph 4.3Agreement, then UNIVERSITY shall be entitled to may give LICENSEE written notice of default specifying the nature of default and requiring to cure it (“Notice of Default”)) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days of the Notice of DefaultDefault with respect to the failure to make payments required under this Agreement or within one hundred twenty (120) days for any other breach, then UNIVERSITY shall be entitled to may terminate this Agreement and the license granted herein by sending a second written notice (“Notice of Termination”) ), to LICENSEE. If such a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. In case of termination caused by default of payment all respective interest for default are to be paid additionally. (b) UNIVERSITY shall have the right to terminate this Agreement by giving written notice, in the event of the filing by LICENSEE of a petition of bankruptcy or insolvency or both, or in the event of an adjudication that LICENSEE is bankrupt or insolvent or both, or after filing by LICENSEE of any petition or pleading asking reorganization, readjustment or rearrangement of its business under any law relating to bankruptcy or insolvency, or upon or after appointment of a receiver for all or substantially all of the property of LICENSEE or upon or after the making of any assignment for the benefit of creditors or upon or after the institution of any proceedings for the liquidation or winding-up of LICENSEE’s ’S business or for the termination of its corporate charter, and this Agreement shall terminate upon the date specified in such written notice. (c) If at any time during the term of this Agreement LICENSEE directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within the Patent Rights or any of the claims thereof, then UNIVERSITY shall be entitled at any time thereafter to terminate all or any of the licenses granted hereunder forthwith by written notice thereof to LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) UNIVERSITY shall be entitled to terminate this Agreement immediately in accordance with Paragraph 3.2(b).

Termination by University. (a) If LICENSEE fails to perform or violates any term of this Agreement including but not limited to if LICENSEE is [***] in arrears with payment according to Paragraph 4.3Agreement, then UNIVERSITY shall be entitled to may give LICENSEE written notice of default specifying the nature of default and requiring to cure it (“Notice of Default”)) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days [***] of the Notice of Default, then UNIVERSITY shall be entitled to may terminate this Agreement and the license granted herein by sending a second written notice (“Notice of Termination”) to LICENSEE. If such a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. In case of termination caused by default of payment all respective interest for default are to be paid additionally. (b) UNIVERSITY shall have the right to terminate this Agreement by giving written notice, in the event of the filing by LICENSEE of a petition of bankruptcy or insolvency or both, or in the event of an adjudication that LICENSEE is bankrupt or insolvent or both, or after filing by LICENSEE of any petition or pleading asking reorganization, readjustment or rearrangement of its business under any law relating to bankruptcy or insolvency, or upon or after appointment of a receiver for all or substantially all of the property of LICENSEE or upon or after the making of any assignment for the benefit of creditors or upon or after the institution of any proceedings for the liquidation or winding-up of LICENSEE’s business or for the termination of its corporate charter, and this Agreement shall terminate upon the date specified in such written notice. (c) If at any time during the term of this Agreement LICENSEE directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within the Patent Rights or any of the claims thereof, then UNIVERSITY shall be entitled at any time thereafter to terminate all or any of the licenses granted hereunder forthwith by written notice thereof to LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) UNIVERSITY shall be entitled to terminate this Agreement immediately in accordance with Paragraph 3.2(b).