Right to Terminate by Histogen Sample Clauses

Right to Terminate by Histogen. Histogen has the right to terminate the LSA as follows (immediately upon notice other than as specifically provided below and without penalty or financial requirement): (i) In the event that, Milestone 1 is not completed (and such is not primarily due to failure on the part of Histogen) within 24 months of reaching the United States Phase II Clinical Trial 24-week time-point for safety and clinical efficacy in men; provided, that Pineworld shall have ninety (90) days to cure after receiving notice thereof from Histogen; (ii) During the period between the achievement of Milestone 1 and prior to the achievement of Milestone 3, there is a period greater than 24 months during which neither a JSC-approved Clinical Trial nor an NDA filing or review by CFDA is in progress; (iii) If there occurs a Change of Control in Pineworld and (A) the Acquirer elects not to further develop and/or market the Product or (B) the Acquirer is developing and/or marketing a Competing Product; (iv) In the event Pineworld materially breaches the principal terms of the LSA which results in the purpose of the LSA not being substantially achieved, and fails to remedy such breach within sixty (60) days after receiving notice thereof from Histogen; (v) By notice from Histogen to Pineworld if, due to reasons not under Histogen’s control, Pineworld’s purchase level of the Products in the Territory, starting from the 3rd calendar year following Regulatory Approval, remains below 30% of Annual Target for two consecutive years; (vi) If Pineworld abandons Commercialization; (vii) In the event that annual sales of the Product by Pineworld fail to exceed (a) US$10 million in years 5, 6 or 7 following Regulatory Approval, or (b) US$ 20 million per year after the seventh year after Regulatory Approval; (viii) If all obligations under the LSA fail to pass onto Huapont Life Sciences Co., Ltd. within 90 days following the completion of Milestone 1, such failure being curable within 45 days following receipt of notice of such failure from Histogen; or (ix) If Pineworld sells, or causes to be sold, the Product outside of the Territory or a Competing Product. provided, however, that (A) with respect to failures in years 5, 6 or 7 following Regulatory Approval, Pineworld may cure any particular year’s failure by paying Histogen $400,000 less any Royalty Payments previously paid in respect of such failure year, and (B) with respect to failures in year 8 following Regulatory Approval and subsequent years, Pi...