Common use of Expiration and Termination Clause in Contracts

Expiration and Termination. 9.1 Unless this License Agreement is sooner terminated as provided in this Article, it will automatically terminate upon the expiration, abandonment, or other termination of all LICENSED PATENTS. 9.2 If either Party is in default of any material obligation, or is adjudged bankrupt, or becomes insolvent, or makes an assignment for the benefit of creditors, or is placed in the hands of a receiver or trustee in bankruptcy, to the extent allowed by law, the other Party may terminate this License Agreement by giving written notice to the other Party, specifying the basis for termination. If within two (2) calendar months after the receipt of the notice, the other Party remedies the condition, this License Agreement will continue in full force and effect. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for termination. Termination will be effective on receipt of the notice by LICENSEE, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 LICENSEE has the right to terminate this License Agreement by providing written notice of intent to terminate at least three (3) calendar months prior to date of termination. 9.5 The following rights and obligations survive any termination of this License Agreement: (a) BEA’s right to receive royalties and LICENSEE’s obligation to pay royalties accrued or accruable for payment at the time of any termination as stated in Article 5 (Payments); (b) LICENSEE’s obligation to supply reports as stated in Article 6 (Reports); (c) LICENSEE’s obligation to maintain records and allow audits as stated in Article 7 (Records and Audits); (d) Any Party’s cause of action or claim accrued or to accrue, arising from breach or default by another Party hereto; and (e) The provisions contained in Articles 8 (Disclaimer of Warranties and Indemnification), 13 (Export Control), 16 (Patent Notice Marking), 17 (Dispute Resolution), and 18 (Governing Law). 9.6 This License Agreement will automatically terminate if LICENSEE pledges or attempts to pledge its rights under this License Agreement as collateral to a third party.

Expiration and Termination. 9.1 7.1 Unless this License Agreement is sooner terminated as provided in this ArticleArticle 7, it will automatically terminate upon continue until the first to occur of: 1) December 31, 2020 (“License Expiration Date”) of this License Agreement or 2) the expiration, abandonment, or other termination of all LICENSED PATENTS. 9.2 7.2 If either Party is in default of any material obligation, or is adjudged bankrupt, or becomes insolvent, or makes an assignment for the benefit of creditors, or is placed in the hands of a receiver or trustee in bankruptcy, to the extent allowed by law, the other Party may terminate this License Agreement by giving written notice to the other Party, specifying the basis for termination. If within two (2) calendar months after the receipt of the notice, the other Party remedies the condition, this License Agreement will continue in full force and effect. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for termination. Termination will be effective on receipt of the notice by LICENSEE, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 7.3 LICENSEE has the right to terminate this License Agreement by providing written notice of intent to terminate at least three (3) calendar months prior to date of terminationany time. 9.5 7.4 The following rights and obligations survive any termination of this License Agreement: (a) BEA’s right to receive royalties and LICENSEE’s obligation to pay royalties accrued or accruable for payment at the time of any termination as stated in Article 5 (Payments); (b) LICENSEE’s obligation to supply reports as stated in Article 6 5 (Payments and Reports); (b) LICENSEE 's obligation to provide a statement as stated in Article 5 (Payments and Reports); (c) LICENSEE’s obligation to maintain records and allow audits as stated in Article 7 (Records and Audits); (d) Any Party’s cause of action or claim accrued or to accrue, arising from breach or default by another Party hereto; and (ed) The provisions contained in Articles 8 6 (Disclaimer of Warranties and Indemnification), 13 11 (Export Control), 16 14 (Patent Notice Marking), 17 15 (Dispute Resolution), and 18 16 (Governing Law). 9.6 This License Agreement will automatically 7.5 LICENSEE may negotiate for additional license term to extend the license expiration, provided however that such a negotiation may include the addition of royalties, fees, and other commercial terms to be negotiated by BEA and LICENSEE in good faith. 7.6 BEA may terminate if or reduce the license granted LICENSEE pledges or attempts to pledge its rights under this License Agreement as collateral at its sole discretion if, at any time LICENSEE fails to provide the reports required under Article 5 and such default is not cured within thirty (30) days of LICENSEE’s receipt of a third partywritten notice of such default.

Expiration and Termination. 9.1 Unless (a) Except as otherwise set forth herein, this License Agreement is sooner terminated as provided in this Article, it will automatically terminate shall expire upon the expiration, abandonment, or other termination conclusion of all LICENSED PATENTSthe Term. 9.2 (b) Either Party may sooner terminate this Agreement, without waiving any other rights or remedies, and without any liability for such termination, upon thirty (30) days’ prior written notice (but in the case of non-payment, upon ten (10) days’ prior written notice) if the other Party materially breaches or otherwise fails to perform any of its obligations hereunder, unless the breaching Party remedies the same within such thirty (30) days’ period (or in the case of non-payment, such ten (10) day period) and notifies the non-breaching Party of such remedy in writing within such period. Failure to timely pay amounts due hereunder shall constitute a material breach hereof. In the event that MSLO terminates this Agreement pursuant to this Section 17(b), Licensee will immediately pay to MSLO any and all unpaid royalties, licensing fees and any other amounts due or accrued up to and including such date of termination as well as any amounts due for what would have been the remainder of the Term (including without limitation any Minimum Annual Royalties). If either such amounts are not paid to MSLO within ten (10) days of the date of termination, MSLO shall be entitled to recover such amounts on an accelerated basis in any court of law of competent jurisdiction. Unless Licensee terminates this Agreement for MSLO’s breach in accordance with this Section 17(b), all amounts paid to MSLO during the Term shall be non-refundable. (c) Either Party is shall have the right to terminate this Agreement immediately (subject to such Party’s compliance with any mandatory legal requirements then in default force and applicable to such termination) upon written notice to the other Party in the event: (i) that the other Party generally becomes unable to pay its debts as they become due; (ii) of the filing with the bankruptcy court by or against the other Party of a petition under any material obligation, chapter or is adjudged bankrupt, or becomes insolvent, or entry of an order for relief under Title 11 of the United States Code; (iii) that the other Party makes an a general assignment for the benefit of creditors, ; or is placed in the hands of (iv) that a receiver of all or trustee in bankruptcy, to the extent allowed by law, the other Party may terminate this License Agreement by giving written notice to substantially all of the other Party, specifying the basis for termination. If within two (2) calendar months after the receipt of the notice, the other Party remedies the condition, this License Agreement will continue in full force and effect’s property is appointed. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for termination. Termination will be effective on receipt of the notice by LICENSEE, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 LICENSEE has d) MSLO shall have the right to terminate this License Agreement immediately upon written notice to Licensee in the event that: (i) Licensee discontinues its business or substantially all of Licensee’s property is expropriated, confiscated or nationalized by any government, or any government assumes de facto control of substantially all of Licensee’s business; (ii) Licensee is acquired by another entity by means of any one transaction or a series of related transactions (including, without limitation, any merger, reorganization or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of Licensee) in which Licensee’s stockholders of record as constituted immediately prior to such acquisition do not, immediately after such acquisition (by virtue of securities issued as consideration for the Licensee’s acquisition or otherwise), hold at least 50% of the voting power of the resulting or surviving entity; (iii) there occurs a sale, lease, pledge or other disposition to another person[s] of all or substantially all of the assets of the Licensee in one transaction or a series of related transactions; (iv) there occurs a grant or pledge of any license or sublicense with respect to any of the rights or Licensed Property covered by this Agreement to another person; or (v) Royalties earned in any Agreement Year beginning in the second Agreement Year are 60% or less than Royalties earned in the previous Agreement Year. (e) Licensee shall have the right to immediately terminate this Agreement if (a) MSLO and/or Mxxxxx Xxxxxxx engage in any unlawful or willful misconduct in either case that results in: (i) either making any derogatory or disparaging remarks about Licensee or (iii) materially adversely affecting the Parties’ rights or obligations under this Agreement. In the event of a material breach of this provision, Licensee may terminate this Agreement. (f) Upon termination or expiration of this Agreement: (i) except as otherwise provided in subsection (g) or (h) below, Licensee shall immediately stop the manufacture, sale and distribution of all Licensed Products; (ii) all royalties accrued on Net Sales shall be immediately due and payable, and to the extent that the termination is a result of Licensee’s breach, any amounts due for what would have been the remainder of the Term (including without limitation Minimum Annual Royalties shall become immediately due and payable as of the date of termination; (iii) Licensee shall send MSLO a complete and detailed list of its inventory of Licensed Products (including work-in-progress and products on consignment, if any) within thirty (30) days and MSLO shall have the right, but not the obligation, to purchase part or all of Licensee’s inventory of Licensed Products at Licensee’s direct manufacturing cost; and (iv) except as otherwise provided in subsection (g), below, Licensee shall destroy any previously manufactured products which MSLO has not elected to purchase and furnish MSLO with an affidavit of destruction. (g) Notwithstanding the provisions of Sections 17(f)(i) and (iv) above, solely in the event of the expiration of this Agreement upon the conclusion of the Term (or any Extension) or termination of the Agreement by providing written notice Licensee pursuant to Sections 17(b) or (e), Licensee shall have the right, following MSLO’s rejection of intent Licensee’s offer to terminate at least three MSLO to purchase inventory pursuant to Section 17(f), for a period of six (36) calendar months to sell off Licensed Products remaining in its inventory and to account to MSLO therefor, including the provision of Quarterly Reports as described above. During the last six (6) months prior to date such expiration of terminationthis Agreement, Licensee shall not manufacture an excessive number of Licensed Products. Following the expiration of said sell-off period, Licensee shall destroy all Licensed Products remaining in its inventory and furnish MSLO with an affidavit of destruction. Licensee shall pay to MSLO all Royalties due on Net Sales during such sell-off period, and all of MSLO’s rights and Licensee’s obligations with respect to such products shall apply during such sell-off period. 9.5 The (h) In addition to the other provisions herein, upon termination or expiration of this Agreement, Licensee will cease, and will cause its vendors, customers and retailers to cease, any use, distribution or other exploitation of any Exploitation Materials (including without limitation any packaging materials or signage or displays in store or on any website), or any other items bearing, in whole or in part, reference to MSLO (including, without limitation, any “Mxxxxx Xxxxxxx” trademarks) (collectively, the “MSLO Branded Materials”). To the extent Licensee has a sell-off right following rights and obligations survive any expiration or termination of this License Agreement: (a) BEA’s right to receive royalties and LICENSEE’s obligation to pay royalties accrued , Licensee or accruable for payment any vendors, customers or retailers who have in their possession or control any MSLO Branded Materials at the time of any the termination as stated or expiration of this Agreement, shall be permitted to use such MSLO Branded Materials during such sell-off period. At the end of such sell-off period, if any, Licensee shall return such MSLO Branded Materials to MSLO, or confirm in Article 5 (Payments); (b) LICENSEE’s obligation writing to supply reports as stated in Article 6 (Reports); (c) LICENSEE’s obligation to maintain records and allow audits as stated in Article 7 (Records and Audits); (d) Any Party’s cause MSLO the destruction of action or claim accrued or to accrue, arising from breach or default by another Party hereto; and (e) The provisions contained in Articles 8 (Disclaimer of Warranties and Indemnification), 13 (Export Control), 16 (Patent Notice Marking), 17 (Dispute Resolution), and 18 (Governing Law)the MSLO Branded Materials. 9.6 This License Agreement will automatically terminate if LICENSEE pledges or attempts to pledge its rights under this License Agreement as collateral to a third party.

Expiration and Termination. 9.1 5.1 Unless terminated earlier as provided herein, this License Agreement is sooner terminated as provided shall commence on the effective date set forth on the first page of this License Agreement and shall remain in force on a country by country basis for the life of the last-to-expire patent licensed to QMT under this ArticleLicense Agreement. 5.2 This License Agreement shall, it will automatically immediately terminate upon the expiration, abandonmentoccurrence of any of the following events: (a) if QMT ceases to do business or otherwise terminates its business operations (other than as contemplated in Section 11. 12), or other termination (b) if QMT shall become bankrupt or insolvent or if the business of all LICENSED PATENTS. 9.2 If either Party is in default of any material obligation, or is adjudged bankrupt, or becomes insolvent, or makes an assignment for the benefit of creditors, or is QMT shall be placed in the hands of a receiver receiver, assignee or trustee in bankruptcytrustee, whether by the voluntary act of QMT or otherwise, subject to the extent allowed by law, rules of the other Party U S. Bankrupcy Court in the event of the filing of a bankrupcy. 5.3 INVENTORS may terminate this License Agreement in whole or in part by giving ninety (90) days written notice to the other Party, specifying the basis for termination. If within two QMT (2a) calendar months after the receipt upon any material breach of the notice, the other Party remedies the condition, or material default under this License Agreement will continue in full force and effectby QMT or (b) if QMT does not introduce a LICENSED PRODUCT for commercial application prior to the fifth anniversary of this Agreement. Said termination shall become effective at the end of said notice period, unless during said notice period QMT shall cure such breach or default. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA 5.4 QMT may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for termination. Termination will be effective on receipt of the notice by LICENSEEat any time either in its entirety, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 LICENSEE has the right to terminate this License Agreement by providing written notice of intent to terminate at least three (3) calendar months prior to date of termination. 9.5 The following rights and obligations survive any termination of this License Agreementor: (a) BEA’s right as to receive royalties any pending patent application of the LICENSED PATENTS in any country on ninety (90) days prior written notice to INVENTORS; a patent application shall be considered pending in the United States if it has not issued, or if issued it becomes involved in an interference, and LICENSEE’s obligation to pay royalties accrued in the European Patent Office and in Japan until the end of the opposition period if no opposition is filed, or accruable for payment at if an opposition is filed, until the time close of any termination as stated in Article 5 (Payments);opposition proceedings; or (b) LICENSEE’s obligation as to supply reports as stated any issued or finally granted LICENSED PATENT in Article 6 any country on sixty (Reports); (c60) LICENSEE’s obligation days prior written notice to maintain records and allow audits as stated in Article 7 (Records and Audits); (d) Any Party’s cause of action or claim accrued or to accrue, arising from breach or default by another Party hereto; and (e) The provisions contained in Articles 8 (Disclaimer of Warranties and Indemnification), 13 (Export Control), 16 (Patent Notice Marking), 17 (Dispute Resolution), and 18 (Governing Law). 9.6 This License Agreement will automatically terminate if LICENSEE pledges or attempts to pledge its rights under INVENTORS. In the event QMT terminates this License Agreement as collateral with respect to a pending patent application of the LICENSED PATENTS and/or an issued or finally granted LICENSED PATENT pursuant to subsections (a) and/or (b) above, respectively, INVENTORS shall thereafter be free to license such patent application(s) issued or finally granted LICENSED PATENT(S) in the LICENSED FIELD to a third party. If QMT terminates this agreement, at the request of INVENTORS, the parties will negotiate in good faith the terms pursuant to which INVENTORS would receive access to research data developed by QMT in relation to the LICENSED PATENTS. 5.5 Articles 3 (Payments), 8 (Confidentiality), 9 (Limited Liability), 10 (Warranty Disclaimer) and 11 (Miscellaneous) and Section 8.1 shall survive termination or expiration of this License Agreement.

Expiration and Termination. 9.1 Unless this License 6.1 This Agreement is sooner terminated as provided in this Article, it will automatically terminate upon expire on the expiration, abandonment, later of (a) three (3) years from the Effective Date or other termination (b) the completion of all LICENSED PATENTSServices under the last Task Order executed by the Parties prior to the third anniversary of the Effective Date. The Agreement may be extended by mutual agreement of the Parties or earlier terminated in accordance with Section 6.2, 6.3 or 6.4 below. 9.2 If either Party is in default of any material obligation, or is adjudged bankrupt, or becomes insolvent, or makes an assignment for the benefit of creditors, or is placed in the hands of a receiver or trustee in bankruptcy, to the extent allowed by law, the other 6.2 Either Party may terminate this License Agreement by without cause immediately upon giving written notice to the other Party, specifying the basis for termination. If within two (2) calendar months after the receipt of the notice, the other Party remedies the conditionnotice of such termination, this License Agreement will continue provided such termination shall not in full force and effect. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for terminationitself affect any then uncompleted Task Order. Termination The effective date of any such termination will be effective on receipt the date of completion of the last uncompleted Task Order in effect as of the date of notice by LICENSEE, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 LICENSEE has the right to terminate this License Agreement by providing written notice of intent to terminate at least three (3) calendar months prior to date of termination. 9.5 The following rights 6.3 SPONSOR may terminate any Task Order without cause immediately upon giving MEDPACE notice of such termination. As soon as practicable, after receipt of such notice, the Parties shall cooperate in good faith to agree on a plan to expeditiously conclude activities with respect to such matter. 6.4 MEDPACE may terminate a Task Order only if SPONSOR has defaulted on its obligations thereunder and obligations survive has not cured such default within fifteen (15) days after receipt of written notice if the default is the failure to pay MEDPACE any amount due thereunder, or within 30 days after receipt of written notice in the event of any other default. As soon as practicable, after receipt of such notice, the Parties shall cooperate in good faith to agree on a plan to expeditiously conclude activities with respect to such matter. 6.5 Upon expiration of a Task Order or termination of this License Agreementa Task Order before completion, the Parties agree to the following: (a) BEASPONSOR will pay MEDPACE for all Services rendered pursuant to the unfinished Task Order prior to such termination and any non-cancelable expenses incurred in connection with MEDPACE’s right performance of Services thereunder in the amounts set forth in the Project Budget of such Task Order. As soon as reasonably practicable following receipt of a CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. termination notice, MEDPACE shall submit an itemized accounting of Services performed, expenses incurred pursuant to receive royalties performance of the Services, non-cancelable expenses incurred by MEDPACE relating to any unfinished Task Order, and LICENSEEpayments received in order to determine a balance to be paid by either Party to the other. Undisputed amounts of such balance shall be paid within [***] days of receipt of such an itemized accounting by SPONSOR. SPONSOR will provide Medpace with a Dispute Notice reflecting any disputed amounts within [***] days following the date of receipt of such itemized accounting. The Parties will use good faith efforts to resolve such dispute within [***] days following the date of SPONSOR’s obligation to pay royalties accrued or accruable for payment at the time of any termination as stated in Article 5 (Payments);Dispute Notice. (b) LICENSEEMEDPACE shall promptly transfer to SPONSOR all SPONSOR Materials and SPONSOR Deliverables, including without limitation, case report forms, study files, and other data and information in any and all formats available, including electronic format and computer files and programs, in MEDPACE’s obligation to supply reports as stated in Article 6 (Reports);possession. (c) LICENSEE’s obligation to maintain records and allow audits as stated in Article 7 (Records and Audits); (d) Any Party’s cause of action or claim accrued or to accrue, arising from breach or default by another Party hereto; and (e) The provisions contained in Articles 8 (Disclaimer of Warranties Sections 5.1, 5.2, 5.3, 6.5, 7, 8, 9, 10, 11, 12, 14, 15, 16, 18, 19, 20, 24, 25, 26 and Indemnification), 13 (Export Control), 16 (Patent Notice Marking), 17 (Dispute Resolution), and 18 (Governing Law)27 shall survive the expiration or termination of this Agreement. 9.6 This License Agreement will automatically terminate if LICENSEE pledges or attempts to pledge its rights under this License Agreement as collateral to a third party.

Expiration and Termination. 9.1 Unless this License the Agreement is sooner terminated as provided in sooner, this Article, it Agreement will automatically terminate expire upon the expiration, abandonment, later of: (a) the expiration of the last to expire of any patent included in the LICENSED INTELLECTUAL PROPERTY; (b) the abandonment of the last to be abandoned of any patent application included in the LICENSED INTELLECTUAL PROPERTY or other termination (c) the maximum period of all LICENSED PATENTSthe time that BBWI may grant TETRIDYN a copyright license hereunder in accordance BBWI's contract with DOE. 9.2 If either Party is in default of any material obligationobligation of this Agreement, or is adjudged bankrupt, or becomes insolvent, or makes an assignment for the benefit of creditors, or is placed in the hands of a receiver or trustee in bankruptcy, to the extent allowed by law, the other Party may terminate this License Agreement by giving at least thirty (30) days written notice to the other Party, specifying the basis for termination. If within two thirty (230) calendar months days after the receipt of the notice, the other Party remedies the condition, this License Agreement will continue in full force and effect. 9.3 If LICENSEE fails to comply with the requirements of Article 15 (U.S. Manufacturing Preference), BEA may terminate this License Agreement by giving written notice to LICENSEE specifying the basis for termination. Termination will be effective on receipt of the notice by LICENSEE, unless BEA provides a time period in the notice in which LICENSEE may remedy its failure to comply. 9.4 LICENSEE has the right to terminate this License Agreement by providing written notice of intent to terminate at least three (3) calendar months prior to date of termination. 9.5 The following rights and obligations survive any termination of this License Agreement: (a) BEA’s TETRIDYN's obligation to supply terminal report; (b) BBWI's right to receive royalties and LICENSEE’s TETRIDYN's obligation to pay royalties accrued or accruable for payment at the time of any termination as stated in Article 5 (Payments); (b) LICENSEE’s obligation to supply reports as stated in Article 6 (Reports)termination; (c) LICENSEE’s TETRIDYN's obligation to maintain records and allow audits as stated in Article 7 (Records and Audits);records: (d) Any Party’s BBWI cause of action or claim accrued or to accrue, arising from breach or default by another Party heretoTETRIDYN; and (e) The provisions contained in Articles 8 (Disclaimer of Warranties and Indemnification), 13 (Export Control), 16 (Patent Notice Marking), 17 (Dispute Resolution), and 18 (Governing Law). 9.6 This License Agreement will automatically terminate if LICENSEE pledges or attempts to pledge its rights under this License Agreement as collateral to a third party.