Material Breach by Licensee. University may terminate this Agreement effective upon thirty (30) days prior written notice of termination to Licensee, if Licensee materially breaches this Agreement and does not cure such breach within sixty (60) days after receiving such notice. Licensee agrees that any and all commercialization diligence requirements and required payments are material license terms according to Articles 6.0 (Diligence and Development Milestones), 7.0 (Licensing Fees and Royalties), 8.0 (Sublicensing Payments and Fees) and 9.0 (Patent Prosecution and Cost Recovery). In the event that Licensee has breached any such obligation with respect to Licensed Product(s) or Combination Product(s), the University may, in its sole discretion, terminate the license granted herein with respect to the UW Patent Rights and/or UW Technology Rights relating to such Licensed Product(s) or Combination Product(s), while retaining the remainder of this Agreement in full force and effect.
Material Breach by Licensee. In the event of a material breach by Licensee, which has not been cured within sixty (60) days written notice, Licensor may, at its election, upon thirty (30) days written notice, increase the royalties payable hereunder by fifty percent (50%) for the Licensed Products; provided, however, that if there is a dispute submitted to arbitration, the notice and cure period will not commence until the later of the completion of the arbitration. If a material breach is cured after the thirty day period, the increase of royalties shall be in effect for so long as to fully and completely ameliorate the financial impact of such breach and make Licensor whole. Licensor shall have no obligation to notify Licensee that Licensor has been made whole and Licensee shall have the burden of showing that the increase should no longer be applicable.
Material Breach by Licensee. In the event that Licensee materially breaches any of its obligations under this Agreement, Licensor may, by written notice, require that Licensee take corrective
Material Breach by Licensee. If Licensee materially breaches, materially defaults or otherwise materially fails to perform under the terms of this Agreement or any other agreement between the parties to this Agreement, Avanir may terminate this Agreement by giving *** months advance written notice, unless Licensee will cure such breach, default or failure of performance within such *** months period or unless such breach, default or failure is subject to the force majeure provisions of Section 13.4. For the avoidance of doubt (and as examples only), “materially breaches, materially defaults or otherwise materially fails” as used in this Section 7.2 means (a) failure to prepare and submit an application for the Territory Registrations with the Territory health care authorities within *** months from the conclusion of the clinical trials and other tests sufficient for registration, provided however, this time limit of *** months will not apply if the MHLW changes the procedure of clinical trials and other tests, or a very special demand for information is made by the MHLW; or (b) no First Commercial Sale in the Territory has occurred by the date required by Section 4.4(a), entitling Avanir to terminate the Agreement under this Section, except for the event that (i) Territory Registration is not obtained for reasons that are not attributable to Licensee’s responsibility, or (ii) the cost of obtaining the Territory Registration, in relation to the aforesaid clinical trials and other tests, exceeds *** Japanese Yen. Such other tests include without limitation, non-clinical trials such as animal tests. Notwithstanding the foregoing, no such termination by Avanir will be effective until completion of the dispute resolution procedures set forth in Section 13.5.
Material Breach by Licensee. In the event that Licensee materially breaches any of its obligations under this Agreement, Licensor may, by written notice, require that Licensee take corrective action. Licensee shall immediately take whatever steps are necessary to remedy the breach, at its sole cost and expense, or shall contest such breach in writing to Licensor within 10 business days of receipt of notice thereof. If Licensee does not (i) timely contest the notice of breach, (ii) remedy such breach within 60 days of receipt of such notice or (iii) use its best efforts within such 60-day period to cure such breach and make substantial progress toward cure, Licensee shall immediately cease using any and all Licensed Property affected by the breach until such breach is remedied. If Licensee timely contests the breach, or if after the 60-day period expires, Licensee has not cured the breach or made substantial progress toward cure, Licensor may apply to a court of competent jurisdiction for appropriate relief. If such court determines that a material breach of this Agreement has occurred and has not been cured, or that Licensee has not made substantial progress towards cure, or that such breach is not capable of being cured in a reasonable amount of time, then Licensor shall be entitled to all rights and remedies available at law or in equity, and Licensee shall be deemed to have irrevocably and unconditionally consented to the entry of an order by a court of competent jurisdiction granting an injunction against further use of the Licensed Property in the manner that constituted the material breach, but shall not be enjoined from non-breaching uses of the Licensed Property.
