Change in the Managing Party. The Party serving as Managing Party may resign from that position upon 60 days prior written notice to the Other Parties (or may be deemed to have resigned in the circumstances set forth in Section 3.7(d)). If the Managing Party is in breach of its obligations under the Agreement and does not cure its breach in the time period set forth in Section 10.3, or if the Managing Party has not been successful in signing a License Agreement within two years of serving as Managing Party, then at the option of the Other Parties with a majority of the Allocable Percentage of Net Consideration held by all such Other Parties they may elect by written notice to the Parties to terminate a Party’s service as Managing Party. In the event of a resignation or termination of a Party’s service as Managing Party pursuant to Section 10.6(a) or (b), the Other Parties with a majority of the Allocable Percentage of Net Consideration held by all such Other Parties may elect a new Party to become the Managing Party and to so replace the initial Managing Party, subject to obtaining the written consent of such Party to act as the new Managing Party. Upon any such election, all Parties shall cooperate to effect a smooth and orderly transition and change in roles. If a replacement Managing Party is not in place within 30 days of a resignation or termination of another Party’s service as Managing Party, then the Agreement will terminate automatically.
Change in the Managing Party. (a) The Party serving as Managing Party may resign from that position upon 60 days prior written notice to the Other Parties (or may be deemed to have resigned in the circumstances set forth in Section 3.7(d)).
(b) If the Managing Party is in breach of its obligations under the Agreement and does not cure its breach in the time period set forth in Section 10.3, or if the Managing Party has not been successful in signing a License Agreement within two years of serving as Managing Party, then at the option of the Other Parties with a majority of the Allocable Percentage of Net Consideration held by all such Other Parties they may elect by
(c) In the event of a resignation or termination of a Party’s service as Managing Party pursuant to Section 10.6(a) or (b), the Other Parties with a majority of the Allocable Percentage of Net Consideration held by all such Other Parties may elect a new Party to become the Managing Party and to so replace the initial Managing Party, subject to obtaining the written consent of such Party to act as the new Managing Party. Upon any such election, all Parties shall cooperate to effect a smooth and orderly transition and change in roles.
(d) If a replacement Managing Party is not in place within 30 days of a resignation or termination of
(e) In the event of a termination and/or replacement of a Managing Party in accordance with the provisions of this Section 10.6, responsibility for Patent Expenses will be determined in the manner set forth in Sections 3.6 and 3.
(f) In the event of a resignation or termination of a Party’s service as Managing Party in accordance with the provisions of this Section 10.6, the old Managing Party shall be entitled to keep and/or receive any Manage- ment Fee, if any, that accrued and was payable out of License Consideration received prior to the effective date of resignation or termination; provided, however, that 50 percent of any equity or other non-cash consideration
