Term and Early Termination. 10.1 Unless sooner terminated as herein provided, this Agreement shall continue in full force and effect commencing with the Effective date of this Agreement and continuing until [**] years from the first sale of Product by MPI, its Affiliates or sublicensee or until the expiration of the last-to-expire patent in LICR Patent Rights, whichever shall later occur. 10.2 Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Agreement shall continue in full force and effect. 10.3 In the event this Agreement shall be terminated as provided in Part 10.2, MPI shall promptly make an accounting to LICR of the inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of such termination. MPI, its Affiliates and sublicensees shall then have the right, for a period of [**] after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above and so payable to LICR. 10.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ---------------------------- 11.1 Except as required by law, and, in the case of LICR, except as may be required in order to maintain its status as an exempt organization under Sec. 501(c)(3) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of the other party. MPI shall not use the name of the ▇▇▇▇▇▇ Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement. 11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach. 11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by the other party hereunder. 11.4 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring all or substantially all of the business and assets of the division or divisions of MPI involved in the development and sale of Product. Notwithstanding the foregoing LICR may assign its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. 11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed to the party to receive such notice at the address given herein, or such other address as may hereinafter be designated by notice in writing. All such notices shall be considered as given when telefaxed and mailed as aforesaid: To LICR: ▇▇▇▇▇▇ Institute for Cancer Research ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: License Agreement (Genaera Corp)
Term and Early Termination. 10.1 8.1 Unless sooner terminated as herein provided, this Agreement shall continue in full force and effect commencing with the Effective date of this Agreement Date and continuing until [**] fifteen (15) years from the first sale of Product by MPI, its Affiliates or sublicensee thereafter or until the expiration of the last-to-expire patent in LICR TS Patent Rights, whichever shall later occur.
10.2 (a) Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Agreement shall continue in full force and effect.
10.3 (b) If breach occurs because of nonpayment of fees or royalties required under Part 6 hereof, this Agreement will automatically terminate without notice thirty (30) days thereafter unless payment in full plus a two percent (2%) late payment charge is received by TerraSphere in the interim.
(c) In the event this Agreement shall be terminated by TerraSphere as provided in Part 10.2Parts 8.2(a) or (b) hereof, MPI UAC shall promptly make an accounting to LICR TerraSphere of the inventory of Licensed Product which it and its Affiliates and sublicensees have has in process or on hand as of the date of such termination. MPIUAC, its Affiliates and sublicensees agents or distributors shall then have the right, for a period of [**] three (3) months after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above herein and so payable to LICRTerraSphere.
10.4 (d) In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ----------------------------
11.1 Except as required by law, and, in the case of LICR, except as may be required in order to maintain its status as an exempt organization under Sec. 501(c)(3) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of the other party. MPI shall not use the name of the ▇▇▇▇▇▇ Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement.
11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach.
11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by the other party hereunder.
11.4 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring all or substantially all of the business and assets of the division or divisions of MPI involved in the development and sale of Product. Notwithstanding the foregoing LICR may assign its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed to the party to receive such notice at the address given herein, or such other address as may hereinafter be designated by notice in writing. All such notices shall be considered as given when telefaxed and mailed as aforesaid: To LICR: ▇▇▇▇▇▇ Institute for Cancer Research ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Appears in 1 contract
Term and Early Termination. 10.1 Unless sooner (a) The term of this Agreement shall be for five (5) years, commencing on the Effective Date (“Term”), unless earlier terminated in accordance with Paragraph 4(b), below, Either Company or Processor (referred herein as herein providedParty) shall provide six (6) months notice in writing of its intent to terminate the Agreement at the end of the Term. In the event that neither Party makes such notification in writing of its intent to terminate the Agreement at the end of the Term, this the Agreement shall continue in full force and effect commencing with the Effective date of this Agreement and continuing until [**] years from the first sale of Product on a year to year basis thereafter, terminable by MPI, its Affiliates or sublicensee or until the expiration of the last-to-expire patent in LICR Patent Rights, whichever shall later occureither party on six (6) months prior written notice.
10.2 Either party (b) This Agreement may terminate this Agreement and be terminated by either Party at any time during the license herein granted term hereof upon the breach occurrence of any of the terms herein contained by either party upon following events (collectively. “Events of Default”):
(i) The other Party becomes insolvent, is adjudicated a bankrupt, seeks relief under any local, Federal or state bankruptcy laws or Companies Act, has a receiver appointed for its assets or makes an assignment for the benefit of its creditors and such is not dismissed and/or discharged within sixty (60) days after written notice; provided that if during said sixty notice thereof from the affected Party:
(60ii) the other Party fails to perform any of its obligations under this Agreement, and fails to remedy such failure within thirty (30) days after written notice thereof from the party so notified cures the breach complained of then this Agreement shall continue in full force and effect.
10.3 In the event this Agreement shall be terminated as provided in Part 10.2affected Party, MPI shall promptly make an accounting to LICR of the inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of or, if such termination. MPI, its Affiliates and sublicensees shall then have the right, for a period of [**] after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above and so payable to LICR.
10.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall default cannot be considered in default hereunder by reason of any reasonably cured within thirty (30) days, commence to remedy such failure to perform occasioned thereby. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with within such 30-day period and diligently pursue the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ----------------------------same until corrected;
11.1 Except as required by law, and, in the case of LICR, except as may be required in order to maintain its status as an exempt organization under Sec. 501(c)(3(iii) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of if the other party. MPI shall not use the name of the ▇▇▇▇▇▇ Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement.
11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach.
11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by the other party hereunder.
11.4 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring Party sells all or substantially all of its assets or stock to a third party unless the business purchaser of such assets or stock is a financially sound person or entity as reasonably determined by Company and assets such purchaser assumes in writing the relative obligations under this Agreement;
(iv) the dissolution of either Party;
(v) if any of the division or divisions unforeseeable incidents described in Paragraph 17 below occurs and continues for a period of MPI involved in ninety (90) days after written notice thereof from the development and sale affected Party. Upon the occurrence of Product. Notwithstanding an Events of Default, the foregoing LICR may assign Party electing to terminate this Agreement will give written notice of its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed election to the party other Party and such termination will become effective on the date specified in such notice. Any such termination by an electing Party will be without prejudice to receive such notice any rights or remedies the electing Party may have, at the address given herein, law or such other address as may hereinafter be designated by notice in writingequity. All such notices shall be considered as given when telefaxed and mailed as aforesaid: To LICR: ▇▇▇▇▇▇ Institute for Cancer Research ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇or under this Agreement.
Appears in 1 contract
Term and Early Termination. 10.1 Unless sooner (a) The term of this Agreement shall be for three (3) years, commencing on the Effective Date (“Term”), unless earlier terminated as herein providedin accordance with Paragraph 4(b) below. Either party shall provide six (6) months notice in writing of its intent to terminate the Agreement at the end of the Term. In the event that neither party makes such notification in writing of its intent to terminate the Agreement at the end of the Term, this then the Agreement shall continue in full force and effect commencing with the Effective date of this Agreement and continuing until [**] years from the first sale of Product on a year to year basis thereafter, terminable by MPI, its Affiliates or sublicensee or until the expiration of the last-to-expire patent in LICR Patent Rights, whichever shall later occureither party on twelve (12) months prior written notice.
10.2 Either (b) This Agreement may be terminated by either party may terminate this Agreement and at any time during the license herein granted Term upon the breach occurrence of any of the terms herein contained by either following events (collectively, “Events of Default”): (i) the other party upon becomes insolvent, is adjudicated a bankrupt, seeks relief under any local, Federal or state bankruptcy laws or Companies Act, has a receiver appointed for its assets or makes an assignment for the benefit of its creditors and such is not dismissed and/or discharged within sixty (60) days after written notice; provided that if during said sixty (60) days notice thereof from the party so notified cures the breach complained of then this Agreement shall continue in full force and effect.
10.3 In the event this Agreement shall be terminated as provided in Part 10.2, MPI shall promptly make an accounting to LICR of the inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of such termination. MPI, its Affiliates and sublicensees shall then have the right, for a period of [**] after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above and so payable to LICR.
10.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such affected party, such (ii) the other party shall not be considered in default hereunder by reason of any failure fails to perform occasioned thereby. __________________ ** Certain portions any of its obligations under this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ----------------------------
11.1 Except as required by lawAgreement, and, in fails to remedy such failure within thirty (30) days after written notice thereof from the case of LICRaffected party, except as may or, if such default cannot be required in order reasonably cured within thirty (30) days, commence to maintain its status as an exempt organization under Sec. 501(c)(3remedy such failure within such 30-day period and diligently pursue the same until corrected, (iii) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of the other party. MPI shall not use the name of the ▇▇▇▇▇▇ Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement.
11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach.
11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by if the other party hereunder.
11.4 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring sells all or substantially all of its assets or stock to a third party unless the business purchaser of such assets or stock is a financially sound person or entity as reasonably determined by Company and assets such purchaser assumes in writing the relative obligations under this Agreement, or (iv) if any of the division unforeseeable incidents described in Paragraph 17 below occurs and continues for a period of ninety (90) days after written notice thereof from the party affected by such non-performance or divisions delay due to such incidents. Upon the occurrence of MPI involved in an Event of Default, the development and sale party electing to terminate this Agreement will give written notice of Product. Notwithstanding the foregoing LICR may assign its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed election to the other party and such termination will become effective on the date specified in such notice. Any such termination by an electing party will be without prejudice to receive such notice any rights or remedies the electing party may have, at the address given hereinlaw or in equity, or such other address as may hereinafter be designated by notice in writing. All such notices shall be considered as given when telefaxed and mailed as aforesaid: To LICR: ▇▇▇▇▇▇ Institute for Cancer Research ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇under this Agreement.
Appears in 1 contract
Term and Early Termination. 10.1 11.1 Unless sooner terminated as herein provided, this Agreement shall continue in full force and effect commencing with the Effective date of this Agreement and continuing until [**] ten (10) years from the first sale of Product by MPI, its Affiliates or sublicensee or until the expiration of the last-to-expire patent in LICR Patent Rights, whichever shall later occur.
10.2 11.2 Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Agreement shall continue in full force and effect.
10.3 11.3 In the event this Agreement shall be terminated as provided in Part 10.2, MPI shall promptly make an accounting to LICR of the inventory of Product which it and its Affiliates and sublicensees have on hand as of the date of such termination. MPI, its Affiliates and sublicensees shall then have the right, for a period of [**] six (6) months after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth above and so payable to LICR.
10.4 11.4 In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Part 11 - General Provisions ----------------------------
11.1 Except as required by law, and, in the case of LICR, except as may be required in order to maintain its status as an exempt organization under Sec. 501(c)(3) of the U.S. Internal Revenue Code and regulations thereunder, neither LICR nor MPI shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of the other party. MPI shall not use the name of the ▇▇▇▇▇▇ Institute for Cancer Research (or any variant thereof) or any related organization in any advertising, packaging (except for customary technical references) or other promotional material in connection with the sale of Product pursuant to this Agreement.
11.2 MPI acknowledges that it has certain duties and obligations under Part 379 of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and reexport of technical data. MPI will be solely responsible for any breach of such Regulations by MPI, its Affiliates or sublicensees and will defend and hold LICR harmless in the event of a suit or action involving LICR occasioned by any such breach.
11.3 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by the other party hereunder.
11.4 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of MPI or LICR or to a person or corporation acquiring all or substantially all of the business and assets of the division or divisions of MPI involved in the development and sale of Product. Notwithstanding the foregoing LICR may assign its rights hereunder to a corporate affiliate, division or successor and MPI may assign its rights hereunder to an Affiliate which may be substituted directly for MPI hereunder. __________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
11.5 Notice hereunder shall be deemed sufficient if given by telefax and registered mail, postage prepaid, and addressed to the party to receive such notice at the address given herein, or such other address as may hereinafter be designated by notice in writing. All such notices shall be considered as given when telefaxed and mailed as aforesaid: To LICR: ▇▇▇▇▇▇ Institute for Cancer Research ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Magainin Pharmaceuticals Inc)