Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement: (a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.7; or (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 5 contracts
Samples: Exclusive Patent License and Research Collaboration Agreement, Exclusive Patent License and Research Collaboration Agreement, Exclusive Patent License and Research Collaboration Agreement (Cue Biopharma, Inc.)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) 8.3.1. upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.7; or9.8;
(b) 8.3.2. by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 4 contracts
Samples: Exclusive Research Collaboration, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), Exclusive Research Collaboration, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), Exclusive Research Collaboration, License and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) upon written notice by either a Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety sixty (9060) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety sixty (9060) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.711.6; or
(b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 3 contracts
Samples: Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) upon written notice by either Party party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) [**] days after notice requesting cure of the breach; provided, however, that in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) [**] day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.79.6 hereof; or
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 2 contracts
Samples: License and Research Collaboration Agreement, License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.7; or9.6 hereof;
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
(c) immediately upon written notice by MERCK, in the event of a “Change of Control” of RENOVIS, subject to the provisions of Section 8.3.2(d) of this Agreement. [*].
(d) immediately upon written notice by either Party in the event(s) set forth in Sections 5.2(b), 5.3(b) or 5.4 have occurred.
Appears in 2 contracts
Samples: Patent License and Research Collaboration Agreement (Renovis Inc), Patent License and Research Collaboration Agreement (Renovis Inc)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.79; or
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 1 contract
Samples: Research Collaboration and Option to License Agreement (Armata Pharmaceuticals, Inc.)
Cause for Termination. This Agreement may be terminated at any time during the term of this AgreementAgreement Term:
(a) upon written notice by either Party if the other Party (the “Breaching Party”) is in material breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety sixty (9060) days after notice requesting cure of the breach; provided. Without limitation, however, in any uncured breach of the event of a good faith dispute with respect to the existence of a material breach, the ninety Note (90as defined herein) day cure period by Regulus shall be tolled until such deemed a breach of this Agreement (and the time as the dispute is resolved pursuant to Section 9.7frames for cure herein shall not apply); or
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case event of any involuntary bankruptcy or receivership proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or receivership or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 1 contract
Samples: Collaboration and License Agreement (Regulus Therapeutics Inc.)
Cause for Termination. This Agreement may be terminated at any time during the term of this AgreementTerm:
(a) upon written notice by either Party if the other Party is in breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) days [*] after notice requesting cure of the breach; provided, however, that in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90[*] as the case may be) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.7; or11.6;
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days [*] after the filing thereof.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Surmodics Inc)
Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement:
(a) upon written notice by either Party if the other Party is in material breach of its material obligations hereunder by causes and reasons within its control and has not cured such breach within ninety (90) * days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) * day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.710.6 hereof; or
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) * days after the filing thereof.
Appears in 1 contract
Samples: Exclusive License and Research Collaboration Agreement (Avalon Pharmaceuticals Inc)
Cause for Termination. This Agreement may be terminated at any time during the term of this AgreementTerm:
(a) upon written notice by either Party if the other Party is in breach materially breaches one or more of its material obligations hereunder by causes and reasons within its control under this Agreement, and has not cured such breach within ninety (90) days after notice requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the ninety (90) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 9.715.6; or
(b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.
Appears in 1 contract
Samples: Exclusive License and Collaboration Agreement (GTX Inc /De/)