Common use of Term of License Clause in Contracts

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed Product, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed ProductPatent, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. Repetitive breaching of this Agreement by LICENSEE also shall be considered a material breach of this Agreement for which LICENSOR may declare, at its sole discretion, that either no cure possible and terminate this Agreement and the licenses granted [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. herein or seek an amendment to this Agreement as a requirement for any cure of the repetitive breaching. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. Except for legal actions that may prohibit such activity, LICENSEE and any sublicensee thereof may, however, for six months after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees. 13.

Term of License. 2.1 The term of this Agreement ("Term") shall commence on the date hereof and continue in perpetuity unless terminated as hereinafter provided. 2.2 The Term and the License granted hereto shall expire upon the occurrence of any of the following events: (a) The Term If Licensee shall dissolve, be adjudicated a bankrupt, becomes insolvent, or if a receiver or custodian (permanent or temporary) of this Agreement its property or any part thereof is appointed by a court of competent authority; if it makes a general assignment for the benefit of creditors; if a final judgment remains unsatisfied of record for thirty (30) days or longer (unless a supersedeas bond is filed) or if execution is levied against Licensee's business or property, or a suit to foreclose any lien or mortgage against the Licensed Business is instituted against Licensee and not dismissed within thirty (30) days; if the Licensed Business ceases operations, which cessation shall be conclusively deemed to have occurred if the Licensed Business fails to be open for a period beginning with business for ten (10) consecutive business days during which all other businesses in the Effective Date and extending until retail complex in which the last to expire valid claim of a Licensed Patent covering a Licensed Product, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable Business is located are open for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to anotherbusiness; provided, however, that in the publicity and confidentiality obligations of event the parties contained Licensed Business must temporarily suspend operations in Article 9 hereoforder to undertake emergency repairs or substantial improvements thereto, shall survive any such termination for the periods set forth therein. Termination same shall not relieve any party be violation hereof provided that the Licensee has provided advance written notice to Licensor of any obligation occurring prior its intent to temporarily close the Licensed Business for such terminationpurposes and the Licensor consents thereto, which consent shall not be unreasonably withheld or delayed. (b) On the date specified by Licensee that is at least ninety (90) days after Licensee delivers to Licensor written notice of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed Licensee's desire to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, end the Term; provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of notwithstanding such termination, sell all Licensed Products, and complete Licensed Products the fees provided for in Article III shall in any event be payable through the process end of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon "Initial Period" (as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(shereinafter defined), except that one copy such fees shall be payable only through the date of each such document may be retained termination of the Term if the Licensee has ceased operation of the Licensed Business or any other restaurant at the location of the Licensed Business on or before that date. The "Initial Period" shall mean the period commencing on the date hereof and ending on the first anniversary of the date hereof except, if the aggregate net income before taxes of the Licensed Business and the Restaurant located at Las Olas Riverfront, Fort Lauderdale, Florida (or, in either case, successor restaurants owned by LICENSEE's attorney Licensee) for the purpose of ensuring compliance hereunder. LICENSEE period ending on the first anniversary date as determined in accordance with generally accepted accounting principles is equal to or greater than $150,000, the Initial Period shall also execute any and all documents necessary to return control of said Licensed Patent(sbe extended for an additional six (6) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicenseesmonths.

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed ProductPatent, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. Repetitive breaching of this Agreement by LICENSEE also shall be considered a material breach of this Agreement for which LICENSOR may declare, at its sole discretion, that either no cure possible and terminate this Agreement and the licenses granted herein or seek an amendment to this Agreement as a requirement for any cure of the repetitive breaching. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. Except for legal actions that may prohibit such activity, LICENSEE and any sublicensee thereof may, however, for six months after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees. 13.

Term of License. This Agreement and the license term for the Licensed Software granted herein is perpetual, unless a subscription/term license has been purchased by Licensee (ain which case the license term shall be set forth in the Product Order or ALA), and is subject to earlier termination as provided in this Section 3. If Licensee has purchased a subscription/term license, such license shall automatically terminate upon expiry of such subscription/term, unless earlier terminated under this Section 3. Licensor may terminate this Agreement, along with any or all licenses then in effect with Licensee, immediately by giving Licensee written notice of termination in the event that (i) The Term Licensee breaches any term or condition of this Agreement and fails to remedy such breach within ten (10) days of receipt of Licensor’s notice detailing such breach; (ii) Licensee becomes insolvent, has a receiver appointed, or files for or has filed against it, liquidation, bankruptcy or analogous proceedings; or (iii) Licensee infringes or misappropriates the intellectual property rights of Licensor. Termination shall be without prejudice to any other rights or remedies Licensor may have. In the event of any termination, Licensee’s license(s) to install, access or use the Licensed Software will immediately terminate, and Licensee shall destroy and erase all copies of such Licensed Software in its possession or control and provide written certification to Licensor that it has complied with this provision. Early termination of this Agreement shall be for a period beginning with the Effective Date and extending until the last not entitle Licensee to expire valid claim of a Licensed Patent covering a Licensed Product, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued refund or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because reimbursement of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, previously paid fees. The rights and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article Sections 3 (Term of License), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8 (High Risk Uses), 9 hereof(Ownership), shall 10 (Third Party Software and Components), 11 (Notice to U.S. Government End Users), 12 (License Fees and Payment Terms), 13 (Audits), 15 (Privacy and Use of Licensee Information),16 (Licensee Trademark and Feedback) and 17 (Miscellaneous) will survive any such the termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 expiration of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicenseesAgreement.

Term of License. (a) The Term of this 9.1 This Agreement and the rights and licenses hereunder shall be for a period in effect beginning with on the Effective Date and extending until continuing in perpetuity thereafter, except that the last license of any patent hereunder shall terminate on the date on which such patent expires. 9.2 If this Agreement is materially breached by either party, which breach may include an uncured failure to expire valid claim of make a Licensed Patent covering a Licensed Product, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's material payment obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR4.1, accrued or the nonbreaching party may elect to accrue, because of any breach or default by give the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give breaching party written notice thereof to LICENSEE, and LICENSEE shall have describing the alleged breach. If the breaching party has not cured such breach within sixty (60) days thereafter after receipt of such notice, the notifying party will be entitled, in addition to cure such breach or default. If such breach or default is not so curedany other rights it may have under this Agreement, LICENSOR may then in its sole discretion and option (a) to terminate this Agreement effective immediately; provided, however, that if either party receives notification from the other of a material breach and if the licenses granted herein or party alleged to be in default notifies the other party in writing within thirty (b30) seek days of receipt of such other relief default notice that it disputes the asserted default, the matter will be submitted to arbitration as may be provided by law in Article 11 of this Agreement. In such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE event, the nonbreaching party shall not have the right to terminate this Agreement at any time upon until it has been determined in such arbitration proceeding that the other party materially breached this Agreement, and the breaching party fails to cure such breach within ninety (90) days written notice to LICENSOR and payment after the conclusion of all amounts due LICENSOR through the effective date of terminationsuch arbitration proceeding. (d) Upon termination 9.3 Termination of this Agreement under for any provision, all further obligations of the parties under this Agreement reason shall terminate without further liability of not release any party hereto from any liability which, at the time of such termination, has already accrued to another; providedthe other party or which is attributable to a period prior to such termination, however, that the publicity nor preclude either party from pursuing any rights and confidentiality obligations of the parties contained remedies it may have hereunder or at law or in Article 9 hereof, shall survive equity which accrued or are based upon any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation event occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed ProductPatent, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's ’s obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. Repetitive breaching of this Agreement by LICENSEE also shall be considered a material breach of this Agreement for which LICENSOR may declare, at its sole discretion, that either no cure possible and terminate this Agreement and the licenses granted herein or seek an amendment to this Agreement as a requirement for any cure of the repetitive breaching. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. Except for legal actions that may prohibit such activity, LICENSEE and any sublicensee thereof may, however, for six months after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's ’s designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's ’s attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term Subject to the last paragraph of this Section 4, the privilege conferred to LICENSEE for the surface use of the Xxxxxxx Lot pursuant to this Agreement shall be for a period beginning with term (the Effective “Initial Term”), commencing on the Commencement Date and extending until expiring on May 31, 2016 (“Expiration Date”), provided, however, that upon the last to expire valid claim written request of a Licensed Patent covering a Licensed ProductLICENSEE, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default the term may be extended by the other party. City Manager of CITY, in his or her sole and absolute discretion, for up to six (b6) Subject months (the “Extended Term”). Notwithstanding the foregoing, LICENSEE understands that CITY intends to engage in negotiations with a third party for the provisions disposition and development of Section 11.3 hereofthe Xxxxxxx Lot. Therefore during the Initial Term, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligenceCITY may, at its sole option and upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter days’ written notice to cure such breach or default. If such breach or default is not so curedLICENSEE, LICENSOR may then in its sole discretion freely revoke and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement License at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to anothercause or liability; provided, however, that the publicity such revocation and confidentiality obligations termination shall only be as a result of either (a) close of escrow for disposition of the parties contained Xxxxxxx Lot to a third party, or (b) a determination reasonably made by City Manager that possession of the Xxxxxxx Lot is needed in Article 9 hereofsupport of such disposition and development. In addition, during any Extended Term, CITY may, at any time without cause or liability, and in the sole and absolute discretion of the City Manager, terminate this License upon thirty (30) days’ written notice to LICENSEE. Upon any revocation or termination, LICENSEE shall survive any such termination surrender its occupation of the Xxxxxxx Lot surface on the date specified in the written notice (the “Surrender Date”) and in the condition required under this License Agreement. As set forth in Section 2.A., above, LICENSEE shall be required to remove the temporary tiebacks installed by it to help anchor the foundations of the Project until stabilized. LICENSEE shall have an additional thirty (30) days from the (i) Expiration Date of the Initial Term or the Extended Term, as applicable; or (ii) Surrender Date, whichever is applicable, for the periods set forth therein. Termination sole purpose of enabling LICENSEE to remove the underground tiebacks shown on Exhibit C. Other than the requirement that LICENSEE surrender its occupation of the Xxxxxxx Lot surface, as specified in the preceding paragraph, this License Agreement shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminateterminated, and all such rights other applicable terms of this License Agreement shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSORremain in full force and effect, or to LICENSOR's designated attorneys, any files or other documents in its possession or in including the possession payment of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney the License Fee for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(sthis additional thirty (30) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicenseesdate period.

Term of License. This License is effective upon your use of the SOFTWARE or upon your signing this License below, whichever date is earlier, and shall continue until terminated. Vaisala may terminate this License upon the breach by you of any term hereof, including (ai) The Term if you use more copies of the SOFTWARE than for which you purchased licenses; or, (ii) if you or you have someone other than Vaisala alter, modify, make additions, deletions or changes to the SOFTWARE; or (iii ) if you make or permit others to make unauthorized copies of the SOFTWARE; or (iv) if you permit anyone other than Authorized Users to use the SCAN Web SOFTWARE; or, (v) if you fail to comply with any other provision of this Agreement shall be License. If this License is terminated, you must stop using the SOFTWARE immediately and return all copies of the SOFTWARE to Vaisala. LIMITED WARRANTY. Vaisala warrants the SOFTWARE will conform in all material respects to the accompanying printed materials supplied with the SOFTWARE for a period beginning with the Effective Date ending one hundred and extending until the last to expire valid claim of a Licensed Patent covering a Licensed Product, unless sooner terminated as herein provided. Surviving any termination are: twenty (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60120) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through from the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations License. No on-site warranty service is included in this Limited Warranty. This Limited Warranty is void if you breach this Software License or if failure of the parties SOFTWARE has resulted from failure to observe the documentation or resulted from modifications or changes to the SOFTWARE by a party other than Vaisala, or accident, abuse or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period. CUSTOMER REMEDIES. As your exclusive remedy for any material defect in the SOFTWARE for which Vaisala is responsible and Vaisala’s sole obligation under this Limited Warranty will be to correct, in a reasonable time period, the problem or bug in the SOFTWARE where the SOFTWARE does not perform substantially in accordance with the accompanying printed materials supplied with the SOFTWARE or, at the option of Vaisala, to replace the SOFTWARE. The cumulative liability of Vaisala to you for all claims relating to the SOFTWARE and this Agreement shall terminate without further liability of any party to another; provided, however, that not exceed the publicity and confidentiality obligations total amount of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior licensee fees paid to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE Vaisala hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed ProductPatent, unless sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. Repetitive breaching of this Agreement by LICENSEE also shall be considered a material breach of this Agreement for which LICENSOR may declare, at its sole discretion, that either no cure possible and terminate this Agreement and the licenses granted [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. herein or seek an amendment to this Agreement as a requirement for any cure of the repetitive breaching. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. Except for legal actions that may prohibit such activity, LICENSEE and any sublicensee thereof may, however, for six months after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term of this Agreement shall be for a period beginning with the Effective Date and extending until the later often (10) years after the First Commercial Sale or the last to expire valid claim of a Licensed Patent Rights covering a Licensed Product, unless sooner terminated as herein provided. Thereafter, LICENSEE'S license granted in Paragraph 3.1 shall be a fully paid up, non-exclusive license. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d)accruable; and (b) any Any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 hereof, which describes the only method by which LICENSOR shall be entitled to terminate this Agreement on the basis of failure to use appropriate diligence, upon Upon any material breach or default under this Agreement by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and LICENSEE LICENSEE, shall have sixty thirty (6030) days thereafter to cure such breach or default. If such breach or default is not so cured, LICENSOR LICENSOR, may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to LICENSEE. (c) LICENSEE shall have the right to terminate this Agreement at any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, that the publicity and confidentiality obligations of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach of, or for any misrepresentation under this Agreement or be deemed to constitute a waiver of any available remedy (including including, but not limited to specific performance performance, if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all Licensed Products, and complete Licensed Products in the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the same, provided that LICENSEE shall pay to LICENSOR the royalties thereon as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof on the sales of such Licensed Products. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In the event of termination of this Agreement for any reason, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in its possession or in the possession of its attorneys, agents or sublicensees, relating to pending or issued Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicensees.

Term of License. (a) The Term term of this Agreement the license and sublicense granted by Seller to Purchaser pursuant to Section 3.1 hereof shall be for a period beginning with begin on the Effective Closing Date and extending until the last to expire valid claim of a Licensed Patent covering a Licensed Productand, unless terminated sooner terminated as herein provided. Surviving any termination are: (a) LICENSEE's obligation to pay royalties accrued or accruable for sell-off of inventory pursuant to Paragraph 12.1(d); and (b) any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party. (b) Subject to the provisions of Section 11.3 Article XII hereof, which describes shall last for a period of one (1) year following the Closing Date; and (with respect only method to the license granted by which LICENSOR shall be entitled Seller to terminate this Agreement on the basis of failure Purchaser pursuant to use appropriate diligence, upon any material breach or default under this Agreement by LICENSEE, LICENSOR Section 3.1(a) hereof) may give written notice thereof to LICENSEE, and LICENSEE shall have sixty (60) days thereafter to cure last for such breach or default. If such breach or default is not so cured, LICENSOR may then in its sole discretion and option (a) terminate this Agreement and the licenses granted herein or (b) seek such other relief additional period as may be provided by law in such circumstances by giving written notice thereof strictly necessary to LICENSEE. (c) LICENSEE shall have the right permit Purchaser, its Subsidiaries and Authorized Dealers to terminate this Agreement at dispose of inventory of Purchaser Products marked with any time upon ninety (90) days written notice to LICENSOR and payment of all amounts due LICENSOR through the effective date of termination. (d) Upon termination of this Agreement under any provision, all further obligations of the parties under this Agreement shall terminate without further liability of any party to another; provided, however, Licensed Marks that the publicity and confidentiality obligations are Seller Marks that was on hand or on order as of the parties contained in Article 9 hereof, shall survive any such termination for the periods set forth therein. Termination shall not relieve any party of any obligation occurring prior to such termination, of any liability for a breach ofClosing Date, or for any misrepresentation under this Agreement that was ordered by Purchaser or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation, provided, however, that neither party shall be liable for consequential, punitive or special damages including without limitation, lost profits. LICENSEE and any sublicensee thereof may, however, its Subsidiaries after the effective date Closing Date but before Purchaser, acting with reasonable expedition, is able to commence manufacture of such termination, sell all Licensed Products, and complete Licensed Purchaser Products in a form that is not marked with any of the process of manufacture and fulfill all orders for Licensed Products at the time of such termination and sell the sameMarks that are Seller Marks, provided that LICENSEE Purchaser shall pay order only such quantities of Purchaser Products marked with Seller Marks as are reasonably necessary to LICENSOR meet anticipated demand during the royalties thereon as required by Article 4 period after the Closing Date and before Purchaser is able to commence such manufacture, and further provided that Purchaser shall commence no new uses of this Agreement the Licensed Marks that are Seller Marks following the expiration of the period of one (1) year, and shall submit the reports required by Article 5 hereof on the sales that all use of such Licensed ProductsMarks by Purchaser, its Subsidiaries and Authorized Dealers shall cease in all events within a period of eighteen (18) months following the Closing Date (all such periods of permissible use, collectively, the "Term"). [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (e) In Notwithstanding the event of termination foregoing, it is understood and agreed that it shall not be a violation of this Agreement for Purchaser, its Subsidiaries or Authorized Dealers, at any reasontime after the Term, any and all rights granted LICENSEE hereunder, including any rights granted by LICENSEE to any sublicensee, shall cease and terminate, and all such rights shall revert make accurate references to LICENSOR. LICENSEE shall diligently thereafter return the fact that Purchaser has succeeded to LICENSORthe business of Seller with respect to the Purchaser Products, or to LICENSOR's designated attorneysadvertise or promote its or their provision of maintenance services or supply of spare parts for Purchaser Products previously sold under any of the Licensed Marks that are Seller Marks, provided that Purchaser, its Subsidiaries and Authorized Dealers do not in connection therewith suggest any files or other documents affiliation with Seller, do not claim to be authorized by Seller in its possession or in any manner with respect to such activities, and do not brand any spare parts Sold after the possession Term with any of its attorneys, agents or sublicensees, relating to pending or issued the Licensed Patent(s), except that one copy of each such document may be retained by LICENSEE's attorney for the purpose of ensuring compliance hereunder. LICENSEE shall also execute any and all documents necessary to return control of said Licensed Patent(s) until such time as control has properly been transferred to LICENSOR. Further, LICENSEE shall immediately return to LICENSOR all research data, biological and other material (including but not limited to licensed cell lines), prototypes, process information, clinical data and the like of LICENSOR in its possession or in the possession of its sublicenseesMarks.