Common use of Right of Reversion Clause in Contracts

Right of Reversion. (a) Seller shall have a right (a “Right of Reversion”) permitting Seller, at its option, to regain ownership of the Reversion Assets subject to the limitations and restrictions set forth in this Section 2.6, in the event that: (i) Buyer notifies Seller that it is abandoning the development or the commercialization of the Cervical Spine Products; or (ii) Buyer fails to use commercially reasonable efforts to rapidly bring the Cervical Spine Products through the required regulatory processes and ultimately to market in the United States. Failure to achieve a Milestone in whole or in part due to a good faith determination by Buyer, in an exercise of reasonable business judgment, to suspend its efforts with respect to the Cervical Spine Products for a period of time shall not, by itself, give rise to a Right of Reversion under Section 2.6(a)(ii); provided that Buyer gives Seller a reasonably detailed explanation in writing of the significant factors behind the decision, the factors that will determine when and how Buyer resumes such efforts and Buyer’s long-term plans and expectations for the Cervical Spine Products and other Medical Device Products. (b) If Seller has a Right of Reversion arising under Section 2.6(a)(i), such right must be exercised in writing within 90 days after Seller receives notification from Buyer of abandonment. If Seller believes that it has a Right of Reversion arising under Section 2.6(a)(ii), such Right of Reversion shall not be exercisable unless Seller gives written notice to Buyer of its belief that a Right of Reversion has arisen under Section 2.6(a)(ii), together with a reasonably detailed explanation of why Seller believes a Right of Reversion has arisen under Section 2.6(a)(ii), and Buyer fails, during the 90-day period following delivery of such notice, to cure the condition giving rise to the Right of Reversion. If such right exists and is timely exercised, Seller may elect to have the ownership of the Reversion Assets transferred to Seller, in which case, promptly after notice to Buyer of such election, Buyer will execute all documents required to transfer ownership of all Reversion Assets to Seller. (c) Notwithstanding any provision herein to the contrary, no Right of Reversion can arise if (i) all of the Milestones are achieved; (ii) Buyer has, for a total of sixty (60) months, which need not be consecutive, used commercially reasonable efforts to rapidly bring the Cervical Spine Products through the required regulatory processes and ultimately to market in the United States; (iii) Buyer has spent at least $10 million (including the Reimbursement Amounts) with respect to development, regulatory approval or commercialization efforts for the Medical Device Products; (iv) Buyer makes a payment to Seller of the lesser of (A) all unpaid Milestone Payments and (B) the difference between $10 million and the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts); or (v) the sum of (A) the earn-out payments paid by Buyer pursuant to Section 2.9 and (B) the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts) equal $10 million. (d) If Seller exercises its Right of Reversion, such exercise shall be Seller’s sole remedy with respect to any breach by Buyer of the provisions of Section 2.5 or 2.6 (including any failure of Buyer to achieve a Milestone). (e) If Seller exercises its Right of Reversion, Seller shall have a non-transferrable, non-sublicensable license to make, use, have made, export, offer for sale and sell any inventions, discoveries, improvements or other technology related to the Medical Device Products conceived or reduced to practice by Buyer prior to the transfer of the Reversion Assets to Seller; provided, however, that such license shall be no broader than necessary to practice the Medical Device Products and provided further, that such license shall not arise without the written consent of Buyer if, prior to Seller’s exercise of its Right of Reversion, a direct competitor of Buyer purchases all or substantially all of the assets or equity interests of Seller. Buyer and Seller shall negotiate in good faith an appropriate and fair royalty and other commercially reasonable terms for such license. If Buyer commercializes any Medical Device Product and thereafter Seller exercises its Right of Reversion, Seller shall grant to Buyer upon Buyer’s request a license to continue to commercialize such Medical Device Product. Subject to Section 2.5, Buyer shall have sole discretion for making all decisions relating to the commercialization and marketing of Medical Device Products, and will bear all costs of preparing Medical Device Products for market and for obtaining any required governmental approvals.

Right of Reversion. (a) Seller shall have a right (a “Right of Reversion”) permitting Seller, at its option, to regain ownership of the Reversion Assets subject to the limitations and restrictions set forth in this Section 2.6, in the event that: (i) Buyer notifies Seller that it is abandoning the development or the commercialization of the Cervical Spine Products; or (ii) Buyer fails to use commercially reasonable efforts to rapidly bring the Cervical Spine Products through the required regulatory processes and ultimately to market in the United States. Failure to achieve a Milestone in whole or in part due to a good faith determination by Buyer, in an exercise of reasonable business judgment, to suspend its efforts with respect to the Cervical Spine Products for a period of time shall not, by itself, give rise to a Right of Reversion under Section 2.6(a)(ii); provided that Buyer gives Seller a reasonably detailed explanation in writing of the significant factors behind the decision, the factors that will determine when and how Buyer resumes such efforts and Buyer’s long-term plans and expectations for the Cervical Spine Products and other Medical Device Products. (b) If Seller has a Right of Reversion arising under Section 2.6(a)(i), such right must be exercised in writing within 90 days after Seller receives notification from Buyer of abandonment. If Seller believes that it has a Right of Reversion arising under Section 2.6(a)(ii), such Right of Reversion shall not be exercisable unless Seller gives written notice to Buyer of its belief that a Right of Reversion has arisen under Section 2.6(a)(ii), together with a reasonably detailed explanation of why Seller believes a Right of Reversion has arisen under Section 2.6(a)(ii), and Buyer fails, during the 90-day period following delivery of such notice, to cure the condition giving rise to the Right of Reversion. If such right exists and is timely exercised, Seller may elect to have the ownership of the Reversion Assets transferred to Seller, in which case, promptly after notice to Buyer of such election, Buyer will execute all documents required to transfer ownership of all Reversion Assets to Seller. (c) Notwithstanding any provision anything herein to the contrary, no Right and as security for BUYER’S obligation to develop the Property as provided in the preceding paragraph, the Quit Claim Deed conveying the Property to BUYER shall contain a right of Reversion can arise if reversion which may be exercised by SELLER, in its reasonable discretion, if BUYER fails to develop the Property pursuant to the terms of this Agreement. To exercise SELLER’S right of reversion, SELLER shall issue BUYER a written notice to cure providing SELLER thirty (i30) all days in which to complete the required development. Should BUYER fail to comply with XXXXXX’s written notice to cure, XXXXX agrees to execute and deliver to SELLER, within thirty (30) days of the Milestones are achieved; (ii) Buyer hasexpiration of BUYER’S period to cure, for a total Quit Claim Deed and any other documents necessary to convey title to the Property to SELLER. XXXXX further agrees to take all reasonable steps to ensure SELLER acquires marketable title to the Property, including without limitation satisfying any lien, mortgage, or other similar debt obligation encumbering the Property. BUYER acknowledges and understands the exercise of sixty (60) monthsSELLER’S right of reversion shall entitle SELLER to ownership of the Property, which need not be consecutiveas improved by BUYER, used commercially reasonable efforts including all improvements and betterments, including fixtures attached to rapidly bring the Cervical Spine Products through Property, with no remuneration to BUYER. Further, SELLER reserves the required regulatory processes and ultimately right to market in enforce the United States; (iii) Buyer has spent at least $10 million (terms of this Agreement, including the Reimbursement Amounts) right of reversion, by instituting a legal action for specific performance and/or to quiet title in SELLER. SELLER shall be entitled to compensation for reasonable attorney fees and court costs in such an action. SELLER’S reversionary right with respect to developmentthe Property shall terminate and be of no further force or effect the earlier of when BUYER (or its permitted successors, regulatory approval assigns, or commercialization efforts for the Medical Device Products; (ivtransferees) Buyer makes a payment to Seller completes development of the lesser of Property, as herein required, or thirty (A30) all unpaid Milestone Payments and (B) months from the difference between $10 million and date the amount spent deed conveying the Property from SELLER to BUYER is filed with the Marshall County Recorder, in which event SELLER agrees to execute any documents reasonably requested by Buyer with respect BUYER to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts); or (v) the sum of (A) the earn-out payments paid by Buyer pursuant to Section 2.9 and (B) the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts) equal $10 million. (d) If Seller exercises its Right of Reversion, such exercise shall be Seller’s sole remedy with respect to any breach by Buyer evidence termination of the provisions of Section 2.5 or 2.6 (including any failure of Buyer to achieve a Milestone)City’s reversionary right as set forth herein. (e) If Seller exercises its Right of Reversion, Seller shall have a non-transferrable, non-sublicensable license to make, use, have made, export, offer for sale and sell any inventions, discoveries, improvements or other technology related to the Medical Device Products conceived or reduced to practice by Buyer prior to the transfer of the Reversion Assets to Seller; provided, however, that such license shall be no broader than necessary to practice the Medical Device Products and provided further, that such license shall not arise without the written consent of Buyer if, prior to Seller’s exercise of its Right of Reversion, a direct competitor of Buyer purchases all or substantially all of the assets or equity interests of Seller. Buyer and Seller shall negotiate in good faith an appropriate and fair royalty and other commercially reasonable terms for such license. If Buyer commercializes any Medical Device Product and thereafter Seller exercises its Right of Reversion, Seller shall grant to Buyer upon Buyer’s request a license to continue to commercialize such Medical Device Product. Subject to Section 2.5, Buyer shall have sole discretion for making all decisions relating to the commercialization and marketing of Medical Device Products, and will bear all costs of preparing Medical Device Products for market and for obtaining any required governmental approvals.

Right of Reversion. (a) Seller Developer hereby agrees that the WCLB Property and the KDOT Property shall have be subject to a right (a “Right of Reversion”) permitting Seller, at its option, to regain ownership reversion in favor of the Reversion Assets subject to UG (the limitations and restrictions set forth in this Section 2.6, "Reversionary Interest") in the event that: (i) Buyer notifies Seller that it is abandoning the development or the commercialization , subject to Force Majeure, commencement of construction of the Cervical Spine Products; or Project as described in Section 2.2 has not occurred on or before that date which is six (ii6) Buyer months after the Commencement Date set forth in Section 4.9 below. In order to exercise the Reversionary Interest, the UG shall first give to Developer a written notice of default and an additional ninety (90) day cure period (the "Reversionary Interest Notice") which shall specifically state that the UG is invoking the Reversionary Interest remedy, and in that case, if Developer fails to use commercially reasonable efforts to rapidly bring remedy the Cervical Spine Products through default in question within the required regulatory processes and ultimately to market in additional ninety (90) day cure period, then the United States. Failure to achieve a Milestone in whole or in part due to a good faith determination by BuyerUG shall have the right, in an its discretion, to exercise its Reversionary Interest as to the WCLB Property and the KDOT Property. If the UG exercises its Reversionary Interest, the UG shall pay Developer Fifteen Thousand Dollars and No/100 ($15,000.00) upon conveyance of the Site back to the UG, but the UG shall not reimburse Developer for any losses or other costs associated with the UG's exercise of reasonable business judgment, to suspend its efforts with respect to Reversionary Interest. Notwithstanding the Cervical Spine Products for a period of time shall not, by itself, give rise to a Right of Reversion under Section 2.6(a)(ii); provided that Buyer gives Seller a reasonably detailed explanation foregoing or anything in writing of the significant factors behind the decision, the factors that will determine when and how Buyer resumes such efforts and Buyer’s long-term plans and expectations for the Cervical Spine Products and other Medical Device Products. (b) If Seller has a Right of Reversion arising under Section 2.6(a)(i), such right must be exercised in writing within 90 days after Seller receives notification from Buyer of abandonment. If Seller believes that it has a Right of Reversion arising under Section 2.6(a)(ii), such Right of Reversion shall not be exercisable unless Seller gives written notice to Buyer of its belief that a Right of Reversion has arisen under Section 2.6(a)(ii), together with a reasonably detailed explanation of why Seller believes a Right of Reversion has arisen under Section 2.6(a)(ii), and Buyer fails, during the 90-day period following delivery of such notice, to cure the condition giving rise to the Right of Reversion. If such right exists and is timely exercised, Seller may elect to have the ownership of the Reversion Assets transferred to Seller, in which case, promptly after notice to Buyer of such election, Buyer will execute all documents required to transfer ownership of all Reversion Assets to Seller. (c) Notwithstanding any provision herein this Agreement to the contrary, no Right of Reversion can arise if (i) all the Reversionary Interest shall automatically be released immediately upon the Substantial Completion of the Milestones are achieved; Project, and the UG shall execute and deliver to Developer a quitclaim deed or such other documents as may be necessary to evidence the release of the Reversionary Interest promptly thereafter (iibut in any event, no later than ten (10) Buyer has, for business days following a total of sixty (60) months, which need not be consecutive, used commercially reasonable efforts to rapidly bring the Cervical Spine Products through the required regulatory processes and ultimately to market in the United States; (iii) Buyer has spent at least $10 million (including the Reimbursement Amounts) with respect to development, regulatory approval or commercialization efforts request by Developer for the Medical Device Products; (iv) Buyer makes a payment to Seller same). For purposes of this Agreement, the lesser words "commence construction" and "commencement of (A) all unpaid Milestone Payments and (B) construction" shall mean the difference between $10 million and the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts issuance of building permits for the Medical Device Products Improvements (including the Reimbursement Amounts); or (vdefined below in Section 2.2) the sum and Developer's undertaking of (A) the earn-out payments paid by Buyer pursuant to Section 2.9 and (B) the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts) equal $10 million. (d) If Seller exercises its Right a continuous program of Reversion, such exercise shall be Seller’s sole remedy with respect to any breach by Buyer of the provisions of Section 2.5 or 2.6 (including any failure of Buyer to achieve a Milestone). (e) If Seller exercises its Right of Reversion, Seller shall have a non-transferrable, non-sublicensable license to make, use, have made, export, offer for sale and sell any inventions, discoveries, improvements or other technology related to the Medical Device Products conceived or reduced to practice by Buyer prior to the transfer of the Reversion Assets to Seller; provided, however, that such license shall be no broader than necessary to practice the Medical Device Products and provided further, that such license shall not arise without the written consent of Buyer if, prior to Seller’s exercise of its Right of Reversion, a direct competitor of Buyer purchases all or substantially all of the assets or equity interests of Seller. Buyer and Seller shall negotiate in good faith an appropriate and fair royalty and other commercially reasonable terms construction for such license. If Buyer commercializes any Medical Device Product and thereafter Seller exercises its Right of Reversion, Seller shall grant to Buyer upon Buyer’s request a license to continue to commercialize such Medical Device Product. Subject to Section 2.5, Buyer shall have sole discretion for making all decisions relating to the commercialization and marketing of Medical Device Products, and will bear all costs of preparing Medical Device Products for market and for obtaining any required governmental approvalsImprovements.

Right of Reversion. (a) Seller shall have a right (a “Right of Reversion”) permitting Seller, at its option, to regain ownership of the Reversion Assets subject to the limitations and restrictions set forth in this Section 2.6, in the event that: (i) Buyer notifies Seller that it is abandoning the development or the commercialization of the Cervical Spine Products; or (ii) Buyer fails to use commercially reasonable efforts to rapidly bring the Cervical Spine Products through the required regulatory processes and ultimately to market in the United States. Failure to achieve a Milestone in whole or in part due to a good faith determination by Buyer, in an exercise of reasonable business judgment, to suspend its efforts with respect to the Cervical Spine Products for a period of time shall not, by itself, give rise to a Right of Reversion under Section 2.6(a)(ii); provided that Buyer gives Seller a reasonably detailed explanation in writing of the significant factors behind the decision, the factors that will determine when and how Buyer resumes such efforts and Buyer’s long-term plans and expectations for the Cervical Spine Products and other Medical Device Products. (b) If Seller has a Right of Reversion arising under Section 2.6(a)(i), such right must be exercised in writing within 90 days after Seller receives notification from Buyer of abandonment. If Seller believes that it has a Right of Reversion arising under Section 2.6(a)(ii), such Right of Reversion shall not be exercisable unless Seller gives written notice to Buyer of its belief that a Right of Reversion has arisen under Section 2.6(a)(ii), together with a reasonably detailed explanation of why Seller believes a Right of Reversion has arisen under Section 2.6(a)(ii), and Buyer fails, during the 90-day period following delivery of such notice, to cure the condition giving rise to the Right of Reversion. If such right exists and is timely exercised, Seller may elect to have the ownership of the Reversion Assets transferred to Seller, in which case, promptly after notice to Buyer of such election, Buyer will execute all documents required to transfer ownership of all Reversion Assets to Seller. (c) Notwithstanding any provision anything herein to the contrary, no Right and as security for BUYER'S obligation to rehabilitate the Dwelling as provided in the preceding paragraph, the Quit Claim Deed conveying the Property to BUYER shall contain a right of Reversion can arise if reversion which may be exercised by SELLER, in its reasonable discretion, if BUYER fails to rehabilitate the Property pursuant to the terms of this Agreement. To exercise SELLER'S right of reversion, SELLER shall issue BUYER a written notice to cure providing SELLER thirty (i30) all days in which to complete the required rehabilitation. Should BUYER fail to comply with XXXXXX's written notice to cure, XXXXX agrees to execute and deliver to SELLER, within thirty (30) days of the Milestones are achieved; (ii) Buyer hasexpiration of BUYER'S period to cure, for a total Quit Claim Deed and any other documents necessary to convey title to the Property. XXXXX further agrees to take all reasonable steps to ensure SELLER acquires marketable title to the Property, including without limitation satisfying any lien, mortgage, or other similar debt obligation encumbering the Property. BUYER acknowledges and understands the exercise of sixty (60) monthsSELLER'S right of reversion shall entitle SELLER to ownership of the Property, which need not be consecutiveas improved by BUYER, used commercially reasonable efforts including all improvements and betterments including fixtures attached to rapidly bring the Cervical Spine Products through Property with no remuneration to BUYER. Further, SELLER reserves the required regulatory processes and ultimately right to market in enforce the United States; (iii) Buyer has spent at least $10 million (terms of this Agreement, including the Reimbursement Amounts) right of reversion, by instituting a legal action for specific performance and/or to quiet title in SELLER. SELLER shall be entitled to compensation for attorney fees and court costs in such an action. SELLER'S reversionary right with respect to developmentthe Property shall terminate and be of no further force and effect the earlier of when BUYER (or its permitted successors, regulatory approval assigns, or commercialization efforts for the Medical Device Products; (ivtransferees) Buyer makes a payment to Seller completes rehabilitation of the lesser of Dwelling, as herein required, or two (A2) all unpaid Milestone Payments and (B) years from the difference between $10 million and date the amount spent deed conveying the Property from SELLER to BUYER is filed with the Marshall County Recorder, in which event SELLER agrees to execute any documents reasonably requested by Buyer with respect BUYER to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts); or (v) the sum of (A) the earn-out payments paid by Buyer pursuant to Section 2.9 and (B) the amount spent by Buyer with respect to development, regulatory approval or commercialization efforts for the Medical Device Products (including the Reimbursement Amounts) equal $10 million. (d) If Seller exercises its Right of Reversion, such exercise shall be Seller’s sole remedy with respect to any breach by Buyer evidence termination of the provisions of Section 2.5 or 2.6 (including any failure of Buyer to achieve a Milestone)City's reversionary right as set forth herein. (e) If Seller exercises its Right of Reversion, Seller shall have a non-transferrable, non-sublicensable license to make, use, have made, export, offer for sale and sell any inventions, discoveries, improvements or other technology related to the Medical Device Products conceived or reduced to practice by Buyer prior to the transfer of the Reversion Assets to Seller; provided, however, that such license shall be no broader than necessary to practice the Medical Device Products and provided further, that such license shall not arise without the written consent of Buyer if, prior to Seller’s exercise of its Right of Reversion, a direct competitor of Buyer purchases all or substantially all of the assets or equity interests of Seller. Buyer and Seller shall negotiate in good faith an appropriate and fair royalty and other commercially reasonable terms for such license. If Buyer commercializes any Medical Device Product and thereafter Seller exercises its Right of Reversion, Seller shall grant to Buyer upon Buyer’s request a license to continue to commercialize such Medical Device Product. Subject to Section 2.5, Buyer shall have sole discretion for making all decisions relating to the commercialization and marketing of Medical Device Products, and will bear all costs of preparing Medical Device Products for market and for obtaining any required governmental approvals.