TERMINATION OR MODIFICATION This Agreement may be terminated by either party upon fifteen (15) days written notice. No modification to the Agreement can be made without written approval of City and IC. Any and all sums advanced to IC under Section 2 must be refunded in full upon submission of the written notice to terminate
Modification of Agreement This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.
ADDITION, DELETION OR MODIFICATION OF FUNDS The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.
Modification of Rights The rights of the Optionee are subject to modification and termination in certain events as provided in this Option Agreement and the Plan.
Amendments, Modifications and Waivers No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by Parent, the Company and Stockholder.
Amendment or Modification; Waiver No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.
Waiver or Modification Any waiver, modification, or amendment of any provision of this Agreement shall be effective only if in writing in a document that specifically refers to this Agreement and such document is signed by the parties hereto.
TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.15 are not fulfilled, and shall extend to either the expiration of the last to expire of the Licensed Patent Rights or twenty (20) years, whichever is longer, unless sooner terminated as provided in this Article 13. 13.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 13.5, and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 13.3 In the event that the Licensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, the Licensee shall immediately notify IC in writing. 13.4 The Licensee shall have a unilateral right to terminate this Agreement in any country or territory by giving IC sixty (60) days written notice to that effect. 13.5 IC shall specifically have the right to terminate or modify, at its option, this Agreement, if IC determines that the Licensee: (a) is not executing the WHO C-TAP Development Plan submitted with its request for a license and the Licensee cannot otherwise demonstrate to IC’s satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; (c) has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this Agreement; (d) has committed a material breach of a covenant or agreement contained in this (e) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences; (f) cannot reasonably satisfy unmet health and safety needs; or (g) cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2, unless waived; or (h) has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement. 13.6 In making the determination referenced in Paragraph 13.5, IC shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by the Licensee under Paragraph 9.2. Prior to invoking termination or modification of this Agreement under Paragraph 13.5, IC shall give written notice to the Licensee providing the Licensee specific notice of, and a ninety (90) day opportunity to respond to, IC’s concerns as to the items referenced in 13.5(a)-13.5(h). If the Licensee fails to alleviate IC’s concerns as to the items referenced in 13.5(a)-13.5(h) or fails to initiate corrective action to IC’s satisfaction, IC may terminate this Agreement. 13.7 IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate or modify this Agreement if it is determined that the action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 13.8 Within thirty (30) days of receipt of written notice of IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be available. 13.9 Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by the Licensee. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expense, due to IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination of this Agreement, the Licensee shall return all Licensed Products or other materials included within the Licensed Patent Rights to IC or provide IC with written certification of the destruction thereof. The Licensee may not be granted additional IC licenses if the final reporting requirement is not fulfilled.
Amendment and Modification; Waiver This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Amendment, Modification or Waiver No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by the Assignor and the Assignee, and consented to by the Agent.