Early Termination by Inceptus Sample Clauses

Early Termination by Inceptus. Inceptus may terminate this Agreement if: (a) Inari is more than thirty (30) days late in paying to Inceptus any amounts owed under this Agreement after receipt of written notice thereof from Inceptus and does not promptly pay Inceptus in full, including accrued interest, upon demand; (b) Inari materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; (c) Inari experiences a Trigger Event; or (d) Inari or its Affiliate challenges, directly or indirectly, the validity or enforceability of any of the Patent Rights before any court, arbitrator or other tribunal or administrative agency in any jurisdiction, except as a defense or counterclaim to a patent infringement claim. In addition, if Inari ceases bona fide development and commercialization of all Licensed Products for a period of six(6) consecutive months (other than as a result of bona fide regulatory holds or safety concerns), then (i) Inari shall provide prompt written notice thereof to Inceptus (“Cessation Notice”) and (ii) thereafter, Inceptus shall have the right to terminate this Agreement by providing Inari, within (30) days after receipt of such Cessation Notice, with thirty (30) days’ prior written notice of termination unless Inari subsequently resumes bona fide development or commercialization of a Licensed Product during such thirty (30)-day notice period. If, at any time thereafter, Inari ceases bona fide development and commercialization of all Licensed Products for another period of six (6) consecutive months (other than as a result of bona fide regulatory holds or safety concerns), then Inari shall provide another Cessation Notice promptly to Inceptus and Inceptus shall have the right to terminate this Agreement by providing Inari, within (30) days after receipt of such Cessation Notice, with thirty (30) days’ prior written notice of termination. For clarity, Inari’s failure to provide a Cessation Notice when required shall constitute a material breach for purposes of the first sentence of this Section 8.3 and termination of this Agreement in accordance with the first sentence of Section 8.3 shall be Inceptus’s sole and exclusive remedy (and Inari’s sole and exclusive liability) for failure to deliver a Cessation Notice.