Common use of By the University Clause in Contracts

By the University. 8.1.1. If the Licensee materially breaches or fails to perform one or more of its material obligations under this Agreement, the University may deliver a written notice of default to the Licensee. Without further action by a party, this Agreement shall terminate if (a) the University has not been paid the full amount of the Administrative Handling Fee set forth in section 11 of the EPLA, and (b) the default has not been cured in full within either sixty (60) days after the delivery to the Licensee of the notice of default if the default relates to a payment or reimbursement obligation under this Agreement, or ninety (90) days after the delivery to the Licensee of the notice of default if the default relates to any other matter provided that, in each case, if Licensee disputes such default in good faith by providing written notice to University during the applicable cure period, University and Licensee shall attempt to resolve the matter in an amicable fashion prior to initiating termination proceedings under Article 8. 8.1.2. The University may terminate this Agreement by delivering to the Licensee a written notice of termination at least ten (10) days before the date of termination if the Licensee (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws that the Licensee fails to have released within thirty (30) days after fifing; (iii) proposes any dissolution, composition, or financial reorganization with creditors or if a receiver, trustee, custodian, or similar agent is appointed; or (iv) makes a general assignment for the benefit of creditors. 8.1.3. The University may terminate this Agreement immediately by delivering to the Licensee a written notice of termination if the Licensee or its agents or representatives commences or maintains an action in any court of competent jurisdiction or a proceeding before any governmental agency asserting or alleging, in any respect, the invalidity or unenforceability of any of the Licensed Technology. The Licensee shall notify the University, in writing, at least thirty (30) days prior to the commencement of any such action or the institution of any such proceeding. For clarity, this section 8.1.3 shall not apply to a counter claim filed by Licensee asserting or alleging, in any respect, the invalidity or unenforceability of any Licensed Technology in response to an actual suit by the University.

By the University. 8.1.1. 8.1.1 If the Licensee materially breaches or fails to perform one or more of its material obligations under this Agreement, the University may deliver a written notice of default to the Licensee. FORM: OGC-401 Form Date: 12.18.01 Revision Date: 5.03.10 Without further action by a party, this Agreement shall terminate if (a) the University has not been paid the full amount of the Administrative Handling Fee set forth in section 11 of the EPLA, and (b) the default has not been cured in full within either sixty (60) days [***] after the delivery to the Licensee of the notice of default if the default relates to a payment or reimbursement obligation under this Agreement, Agreement or ninety (90) days [***] after the delivery to the Licensee of the notice of default if the default relates to any other matter provided that, in each case, if Licensee disputes such default in good faith by providing written notice to University during the applicable cure period, University and Licensee shall attempt to resolve the matter in an amicable fashion prior to initiating termination proceedings under Article 8matter. 8.1.2. 8.1.2 The University may terminate this Agreement by delivering to the Licensee a written notice of termination at least ten (10) days before the date of termination if the Licensee (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws that the Licensee fails to have released within thirty (30) days after fifingfiling; (iii) proposes any dissolution, composition, or financial reorganization with creditors or if a receiver, trustee, custodian, or similar agent is appointed; or (iv) makes a general assignment for the benefit of creditors. 8.1.3. 8.1.3 The University may terminate this Agreement immediately by delivering to the Licensee a written notice of termination if the Licensee or its agents or representatives commences or maintains an action in any court of competent jurisdiction or a proceeding before any governmental agency asserting or alleging, in any respect, the invalidity or unenforceability of any of the Licensed Technology. The Licensee shall notify the University, in writing, at least thirty (30) days [***] prior to the commencement of any such action or the institution of any such proceeding. For clarity, this section 8.1.3 shall not apply to a counter claim filed by Licensee asserting or alleging, in any respect, the invalidity or unenforceability of any Licensed Technology in response to an actual suit by the University.

By the University. 8.1.1. 8.1.1 If the Licensee materially breaches or materially fails to perform one or more of its material obligations under this Agreement, the University may deliver a written notice of default to the Licensee. Without further action by a party, this Agreement shall **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. terminate if (a) the University has not been paid the full amount of the greater of (i) the Administrative Handling Fee set forth in section 11 of the EPLA and (ii) interest in the amount set forth in section 11.9 of the EPLA, except neither such payment will be due if the default is not a monetary default (other than a breach of the obligation to meet the performance milestones pursuant to the last sentence of Section 5.1), and (b) the default has not been cured in full within either sixty (60) days **** after the delivery to the Licensee of the notice of default if the default relates to a payment or reimbursement obligation under this Agreement, or ninety (90) days **** after the delivery to the Licensee of the notice of default if the default relates to any other matter provided thatmatter. If any default by the Licensee is as a result of an act of any sublicensee, in each case, if the Licensee disputes may cure such default in good faith by providing written notice to University during the applicable cure period, University and Licensee shall attempt to resolve the matter in an amicable fashion prior to initiating termination proceedings under Article 8terminating such sublicensee’s sublicense agreement. 8.1.2. 8.1.2 The University may terminate this Agreement by delivering to the Licensee a written notice of termination at least ten (10) days **** before the date of termination if the Licensee (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws that the Licensee fails to have released within thirty (30) days **** after fifingfiling; (iii) proposes any dissolution, composition, or financial reorganization with creditors or if a receiver, trustee, custodian, or similar agent is appointed; or (iv) makes a general assignment for the benefit of creditors. 8.1.3. 8.1.3 The University may terminate this Agreement immediately by delivering to the Licensee a written notice of termination if the Licensee or its agents or representatives commences or maintains an action in any court of competent jurisdiction or a proceeding before any governmental agency asserting or alleging, in any respect, the invalidity or unenforceability of any of the Licensed TechnologyPatent or Licensed Patent Application. The Licensee shall notify the University, in writing, at least thirty (30) days **** prior to the commencement of any such action or the institution of any such proceeding. For clarity, this section 8.1.3 shall not apply to a counter claim filed by Licensee asserting or alleging, in any respect, the invalidity or unenforceability of any Licensed Technology in response to an actual suit by the University.