Common use of License Reversion Clause in Contracts

License Reversion. The Parties acknowledge that time is of the essence to the value of this License as well as the leadership of Xxxxxxxx Xxxxxxxxxx at Eucodis. Therefore, if any of the following events occur, MDI shall have the unilateral right to terminate this Agreement upon thirty (30) days written notice to Eucodis which shall only be given after the expiration of the cure period where one is provided for herein, at no cost to MDI except for paragraph (d) in this Section 4.6 which shall subject to an immediate termination: a) should at any point, Xxxxxxxx Xxxxxxxxxx, resign or be involuntary removed for other reasons other than permanent disability or death from his current role as Chief Executive Office of Eucodis before completion of Phase II or prior to December 31, 2007 whichever is earlier; or b) should Eucodis fail to have permission of the appropriate regulatory bodies in the Eucodis Territory to begin clinical trials of the Product as set forth in the Clinical Development Plan and Eucodis fails to cure this breach to the reasonable satisfaction of MDI, within sixty days after either delivery to MDI of written notice of the breach or upon MDI’s discovery of such breach and written notice is given to Eucodis; or c) should Eucodis fail to complete Phase II clinical trials as defined by the Act with all data collected and evaluated in a form acceptable to EU regulatory authorities in the Eucodis Territory and the FDA as set forth in the Clinical Development Plan and Eucodis fails to cure this breach to the reasonable satisfaction of MDI, within sixty days after either delivery to MDI of written notice of the breach or upon MDI’s discovery of such breach and written notice is given to Eucodis; or d) should Eucodis suspend or discontinue its business operations or make any assignment for the benefit of its creditors or commence voluntary proceedings for liquidation in bankruptcy, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of all or any part of its property, or if there is an execution sale of a material portion of its assets or if involuntary bankruptcy or reorganization proceedings are commenced against Eucodis or any of its properties or if a receiver or trustee is appointed for Eucodis or any of its properties and such proceedings are not discharged within thirty (30) days. However, if Eucodis is unable to cure the breaches in 4.6(b) and/or(c) because there has been a unanticipated change to the EU Directives, which had not been published to the public prior to that change, then MDI shall still give receive/notice as provided in those paragraphs 4.6 (b) and (c) but the cure period shall be extend for a reasonable period of time not to exceed a total cure period of one hundred twenty days. Should any of these events occur and MDI exercise its right to terminate this Agreement, all rights concerning the Intellectual Property including but not limited to, all rights to data and Inadvertent Discoveries revert back to or become the sole property of MDI and MDI shall bear the costs of transferring the data and the Intellectual Property hereunder and, should it to do so, assumption of the assignment of any subcontracts hereunder. Should the Agreement terminate under 4.6(b) and/or (c) above due to a failure of Eucodis which was caused by the reasons out of its reasonable control, MDI and Eucodis will in good faith negotiate what reasonable costs are reimbursable to Eucodis. Should MDI suspend or discontinue its business operations or make any assignment for the benefit of its creditors or commence voluntary proceedings for liquidation in bankruptcy, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of its property obtained from the Bankrupt Company, or if there is an execution sale of a material portion of its assets purchased from the Bankrupt Company or if involuntary bankruptcy or reorganization proceedings are commenced against MDI or if a receiver or trustee is appointed for MDI or any of its properties purchased from the Bankrupt Company and such proceedings are not discharged within thirty days, Eucodis will have the right to terminate this Agreement and if termination occurs, Eucodis shall, in addition to the rights set forth in 15.2 ( c ) below, have the right, as directed by the liquidator, trustee or receiver, to purchase the Intellectual Property known as the Product for fair market value.

License Reversion. The Parties acknowledge that time is of the essence to the value of this License as well as the leadership of Xxxxxxxx Xxxxxxxxxx Wolfgang Schoenfeld at Eucodis. Therefore, if any of the following events occurevxxxx xxxxx, MDI shall XXX xxxll have the unilateral right to terminate this Agreement upon thirty (30) days upon[***] written notice to Eucodis which shall only be given after the expiration of the cure period where one is provided for herein, at no cost to MDI except for paragraph (d) in this Section 4.6 which shall subject to an immediate termination: a) should at any point, Xxxxxxxx XxxxxxxxxxWolfgang Schoenfeld, resign or be involuntary removed for other reasons other than permanent reasoxx xxxxx xxxx xxxxxnent disability or death from his current role as Chief Executive Office of Eucodis before completion of Phase II or prior to December 31, 2007 [***] whichever is earlier; or b) should Eucodis fail to have permission of the appropriate regulatory bodies in the Eucodis Territory to begin clinical trials of the Product as set forth in the Clinical Development Plan and Eucodis fails to cure this breach to the reasonable satisfaction of MDI, within sixty days [***] after either delivery to MDI of written notice of the breach or upon MDI’s 's discovery of such breach and written notice is given to Eucodis; or c) should Eucodis fail to complete Phase II clinical trials as defined by the Act with all data collected and evaluated in a form acceptable to EU regulatory authorities in the Eucodis Territory and the FDA as set forth in the Clinical Development Plan and Eucodis fails to cure this breach to the reasonable satisfaction of MDI, within sixty days [***] after either delivery to MDI of written notice of the breach or upon MDI’s 's discovery of such breach and written notice is given to Eucodis; or d) should Eucodis suspend or discontinue its business operations or make any assignment for the benefit of its creditors or commence voluntary proceedings for liquidation in bankruptcy, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of all or any part of its property, or if there is an execution sale of a material portion of its assets or if involuntary bankruptcy or reorganization proceedings are commenced against Eucodis or any of its properties or if a receiver or trustee is appointed for Eucodis or any of its properties and such proceedings are not discharged within thirty (30) days. However, if Eucodis is unable to cure the breaches in 4.6(b) and/or(c) because there has been a unanticipated change to the EU Directives, which had not been published to the public prior to that change, then MDI shall still give receive/notice as provided in those paragraphs 4.6 (b) and (c) but the cure period shall be extend for a reasonable period of time not to exceed a total cure period of one hundred twenty days. Should any of these events occur and MDI exercise its right to terminate this Agreement, all rights concerning the Intellectual Property including but not limited to, all rights to data and Inadvertent Discoveries revert back to or become the sole property of MDI and MDI shall bear the costs of transferring the data and the Intellectual Property hereunder and, should it to do so, assumption of the assignment of any subcontracts hereunder. Should the Agreement terminate under 4.6(b) and/or (c) above due to a failure of Eucodis which was caused by the reasons out of its reasonable control, MDI and Eucodis will in good faith negotiate what reasonable costs are reimbursable to Eucodis. Should MDI suspend or discontinue its business operations or make any assignment for the benefit of its creditors or commence voluntary proceedings for liquidation in bankruptcy, or admit in writing its inability to pay its debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator of its property obtained from the Bankrupt Company, or if there is an execution sale of a material portion of its assets purchased from the Bankrupt Company or if involuntary bankruptcy or reorganization proceedings are commenced against MDI or if a receiver or trustee is appointed for MDI or any of its properties purchased from the Bankrupt Company and such proceedings are not discharged within thirty days, Eucodis will have the right to terminate this Agreement and if termination occurs, Eucodis shall, in addition to the rights set forth in 15.2 ( c ) below, have the right, as directed by the liquidator, trustee or receiver, to purchase the Intellectual Property known as the Product for fair market value.*** Confidential Treatment Request