Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 8.2 In the event Licensee either (a) fails to make payment to Licensors of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, may pursue any rights and remedies available to it by law. 8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors of all rights to which Licensors may be entitled under this Agreement. 8.7 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 In the event Licensee either cither (a) fails to make payment to Licensors Licensor of Running Royalties or other consideration in accordance with this Agreement or (b) fails to use commercially reasonable efforts to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors Licensor may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in Such a termination shall not terminate any obligations which have accrued as of the payments due from Licenseedate of such termination, including but not limited any obligation to Running Royalties and Minimum Annual pay any Royalties. 8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, Licensor may pursue any rights and remedies available to it by law. 8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 Any termination of this Agreement will not impact Licensor’s ownership interest, if any, in Licensee. 8.6 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either cither at law or in equity, are cumulative and not exclusive of others., 8.6 8.7 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. 8.7 8.8 Licensee may terminate this Agreement for any reason if Licensee provides Licensor with sixty (60) calendar days prior notice of its intent to terminate and pays Licensor all patent reimbursement fees owed at the time or termination, if applicable, and all other fees and Royalties due or the pro rata portion of any Minimum Annual Royalties due in, or at the end of, the year of termination under Exhibit B, whichever is greater. 8.9 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates 8.10 This Agreement will all double terminate automatically if Licensee contests the validity or Bioamber enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.11 Licensee will terminate a sublicense automatically if the Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 8.12 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement or the Lease by the other PartyParty or upon the determination of that any of the other parties’ representations or warranties as set forth herein are false or untrue in any manner. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 In the event Licensee either (a) fails to make payment to Licensors Licensor of Running Royalties or other consideration in accordance with this Agreement or (b) fails License Fees, Licensor may, subject to satisfy the requirements provisions of the Commercialization Plan in Exhibit C, Licensors mayfollowing sentence, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in Notwithstanding the foregoing, the first two (2) such failures by Licenses during any twelve (12) month period during of the payments due from term of this Agreement shall not constitute a default by Licensee, including but and Licensor shall not limited have the right to Running Royalties and Minimum Annual Royaltiesterminate this Agreement, so long as Licensee makes payment within five (5) days after written notice from Licensor to Licensee. 8.3 In addition to termination, in the event of a material breach by Licensee or Licensorseither party, Licensors or Licensee, as the case may be, non-breaching party may pursue any rights legal and equitable remedies available to it by law. 8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, in the event Licensee shall elect not purchase the License Patents from Licensor, Licensee will execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. The Licensor’s right includes, but is not limited to all patents and knowledge arising from the licensed patents or any improvement on the Licensed patents and knowhow acquired during the term of this Agreement. 8.7 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party any party hereto prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 termination and UC-A #IPA 0749 RRS/MTFall rights to any use of the Patents by Licensee, its successors or assigns shall terminate.

BREACH AND TERMINATION. 8.1 7.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 7.2 In the event Licensee either (a1) fails to make payment to Licensors Licensor of Running Royalties or other consideration in accordance with Exhibit B of this Agreement or (b2) fails to satisfy the requirements of the Development and Commercialization Plan in Exhibit C, Licensors Licensor may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 7.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, Licensor may pursue any rights and remedies available to it by law. 8.4 7.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 7.5 Any termination of this Agreement will not impact Licensor’s ownership interest, if any, in Licensee. 7.6 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 7.7 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. 8.7 7.8 Licensee may terminate this Agreement for any reason if Licensee provides Licensor with sixty (60) calendar days prior notice of its intent to terminate and pays Licensor all patent reimbursement fees owed at the time or termination, if applicable, and all other fees and Royalties due or the pro rata portion of any Annual Minimum Royalties due in, or at the end of, the year of termination under Exhibit B, whichever is greater. 7.9 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates 7.10 This Agreement will all double terminate automatically if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, Patent or requests reexamination of any Licensed Patent. 8.9 7.11 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

BREACH AND TERMINATION. 8.1 7.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 7.2 In the event Licensee either (a) fails to make payment to Licensors Licensor of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors Licensor may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 7.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, Licensor may pursue any rights and remedies available to it by law. 8.4 7.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 7.5 Any termination of this Agreement will not impact Licensor’s ownership interest, if any, in Licensee. 7.6 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 7.7 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. 8.7 7.8 Licensee may terminate this Agreement for any reason if Licensee provides Licensor with sixty (60) calendar days prior notice of its intent to terminate and pays Licensor all patent reimbursement fees owed at the time or termination, if applicable, and all other fees and Royalties due or the pro rata portion of any Minimum Annual Royalties due in, or at the end of, the year of termination under Exhibit B, whichever is greater. 7.9 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates 7.10 This Agreement will all double terminate automatically if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 7.11 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will shall be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 In the event Licensee either (a) fails to make payment to Licensors Licensor of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors Licensor may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will shall be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, Licensor may pursue any rights and remedies available to it by law. 8.4 This Agreement will shall not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 Any termination of this Agreement shall not impact Licensor’s ownership interest, if any, in Licensee. 8.6 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 8.7 Neither Party will shall be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will shall execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. 8.7 8.8 This Agreement will shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed PatentsPatent #1 and Patent #2, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

BREACH AND TERMINATION. 8.1 7.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF. 8.2 7.2 In the event Licensee either (a) fails to make payment to Licensors of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors DEVELOPMENT AND COMMERCIALIZATION PLAN, Licensor may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 7.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, Licensor may pursue any rights and remedies available to it by law. 8.4 7.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any U.S. government or agency thereof, compliance with rules, regulations, or orders of any U.S. governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 7.5 Any termination of this Agreement will not impact Licensor’s ownership interest, if any, in Licensee. 7.6 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 7.7 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors Licensor of all rights to which Licensors Licensor may be entitled under this Agreement. 8.7 This 7.8 Licensor reserves the right to terminate this Agreement will terminate automatically upon a final adjudication immediately if: a. Licensee fails to notify Licensor of invalidityan acquisition as required by 5.3.1, unenforceability, or the extinguishment of all Licensed Patents, for any reason.or 8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if b. Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent. 8.9 7.9 Licensee will not grant to any third party any right to the Licensed Patents after termination of the license hereunder. 7.10 If at the time of termination Licensee is not in material breach of this Agreement, Licensee will be entitled to assemble any units of the Licensed Product for which components have been purchased or ordered and sell to any third parties any Licensed Product, including such assembled Licensed Product, remaining in its inventory, provided the total actual cost of such purchased or ordered components is over two hundred thousand U.S. dollars ($200,000). 7.11 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.