Common use of TERM, TERMINATION, AND MODIFICATION OF RIGHTS Clause in Contracts

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 7.3 The IC shall specifically have the right to terminate this Agreement by written notice if the Licensee: (a) has not demonstrated that it is executing the research plan submitted with its application for a license or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 The IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 The Licensee shall have a unilateral right to terminate this Agreement by giving the IC sixty (60) days written notice to that effect. 7.6 Within thirty (30) days of receipt of written notice of the IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated IC official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessible. 7.7 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 Within ninety (90) days of expiration, termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC at the Mailing Address for Agreement notices indicated on the Signature Page. (a) The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products to the IC or provide the IC with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products.. (c) If the term of the Agreement is extended at the Licensee’s request, then the IC and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) If the term of this Agreement is longer than ten (10) years, then the IC may request a status update report after the fifth (5th) year of the Agreement; and (e) The Licensee may not be granted additional IC licenses if this reporting requirement is not fulfilled. 7.9 Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 . In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 7.3 . The IC shall specifically have the right to terminate this Agreement by written notice if the Licensee: (a) : has not demonstrated that it is executing the research plan submitted with its application for a license or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) or has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 . The IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 . The Licensee shall have a unilateral right to terminate this Agreement by giving the IC sixty (60) days written notice to that effect. 7.6 . Within thirty (30) days of receipt of written notice of the IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated IC official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessible. 7.7 . If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 . Within ninety (90) days of expiration, termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC at the Mailing Address for Agreement notices indicated on the Signature Page. (a) . The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) . Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products or other materials included within the Licensed Patent Rights to the IC or provide the IC with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products.. (c) destruction thereof. If the term of the Agreement is extended at the Licensee’s request, then the IC and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) ; If the term of this Agreement is longer than ten (10) years, then the IC may request a status update report after the fifth (5th) year of the Agreement; and (e) and The Licensee may not be granted additional IC licenses if this reporting requirement is not fulfilled. 7.9 . Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC PHS may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Actnotice. 7.3 The IC PHS shall specifically have the right to terminate this Agreement by written notice if the Licensee: (a) has not demonstrated that it is executing the research plan Development Plan submitted with its application for a license and attached herein as Appendix C or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 The IC PHS reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 The Licensee shall have a unilateral right to terminate this Agreement by giving the IC PHS sixty (60) days written notice to that effect. 7.6 Within thirty (30) days of receipt of written notice of the IC’s PHS’ unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC officialDirector of NIH or designee. The decision of the designated IC official NIH Director or designee shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessibleavailable. 7.7 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 Within ninety (90) days of expiration, expiration or termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC at the Mailing Address for Agreement notices indicated on the Signature Page. (a) The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products to the IC or provide the IC with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products.. (c) If the term of the Agreement is extended at the Licensee’s request, then the IC and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) If the term of this Agreement is longer than ten (10) years, then the IC may request a status update report after the fifth (5th) year of the Agreement; and (e) The Licensee may not be granted additional IC PHS licenses if this the final reporting requirement is not fulfilled. 7.9 Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, and 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 . In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC NIH may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 7.3 . The IC NIH shall specifically have the right to terminate this Agreement by written notice if the Licensee: (a) : has not demonstrated that it is executing the research plan submitted with its application for a license or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) or has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 . The IC NIH reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 . The Licensee shall have a unilateral right to terminate this Agreement by giving the IC NIH sixty (60) days written notice to that effect. 7.6 . Within thirty (30) days of receipt of written notice of the ICNIH’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC officialDirector of the NIH or designee. The decision of the designated IC official NIH Director or designee shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessible. 7.7 available. If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 . Within ninety (90) days of expiration, termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC NIH at the Mailing Address for Agreement notices indicated on the Signature Page. (a) . The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) . Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC NIH shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products or other materials included within the Licensed Patent Rights to the IC NIH or provide the IC NIH with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products.. (c) destruction thereof. If the term of the Agreement is extended at the Licensee’s request, then the IC NIH and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) ; If the term of this Agreement is longer than ten (10) years, then the IC NIH may request a status update report after the fifth (5th) year of the Agreement; and (e) and The Licensee may not be granted additional IC NIH licenses if this reporting requirement is not fulfilled. 7.9 . Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC NIH may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 7.3 The IC NIH shall specifically have the right to terminate this Agreement by written notice if the Licensee:the (a) has not demonstrated that it is executing the research plan submitted with its application for a license or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 The IC NIH reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 The Licensee shall have a unilateral right to terminate this Agreement by giving the IC NIH sixty (60) days written notice to that effect. 7.6 Within thirty (30) days of receipt of written notice of the ICNIH’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC officialDirector of the NIH or designee. The decision of the designated IC official NIH Director or designee shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessibleavailable. 7.7 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 Within ninety (90) days of expiration, termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC NIH at the Mailing Address for Agreement notices indicated on the Signature Page. (a) The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC NIH shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products or other materials included within the Licensed Patent Rights to the IC NIH or provide the IC NIH with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products..destruction thereof. (c) If the term of the Agreement is extended at the Licensee’s request, then the IC NIH and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) If the term of this Agreement is longer than ten (10) years, then the IC NIH may request a status update report after the fifth (5th) year of the Agreement; and (e) The Licensee may not be granted additional IC NIH licenses if this reporting requirement is not fulfilled. 7.9 Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 7.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 8.8 are not fulfilled, and shall expire at the time specified in Appendix B, unless previously terminated under the terms of this Article 7. 7.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 7.3 and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, the IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 7.3 The IC shall specifically have the right to terminate this Agreement by written notice if the Licensee:the (a) has not demonstrated that it is executing the research plan submitted with its application for a license or that it has not taken or cannot be expected to take, within a reasonable time, effective steps to achieve the practical application of the Licensed Patent Rights as contemplated by this Agreement; or (b) has willfully made a false statement of or willfully omitted a material fact in its application for a license or in any report required by this Agreement. 7.4 The IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 7.5 The Licensee shall have a unilateral right to terminate this Agreement by giving the IC sixty (60) days written notice to that effect. 7.6 Within thirty (30) days of receipt of written notice of the IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated IC official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessible. 7.7 If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees. 7.8 Within ninety (90) days of expiration, termination or term extension of this Agreement under this Article 7, a final report shall be submitted by the Licensee. The Licensee shall send the report to the IC at the Mailing Address for Agreement notices indicated on the Signature Page. (a) The report shall include, but not be limited to, progress on the research and development involving the Licensed Patent Rights, the Materials, the Licensed Products or the Licensed Processes. (b) Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty) due to the IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Materials and Licensed Products or other materials included within the Licensed Patent Rights to the IC or provide the IC with written certification of their destruction, unless the Licensee has executed a commercialization license for the Licensed Patent Rights or Licensed Products..destruction thereof. (c) If the term of the Agreement is extended at the Licensee’s request, then the IC and the Licensee will negotiate in good faith regarding the schedule for reports regarding the information required in 7.8(a); (d) If the term of this Agreement is longer than ten (10) years, then the IC may request a status update report after the fifth (5th) year of the Agreement; and (e) The Licensee may not be granted additional IC licenses if this reporting requirement is not fulfilled. 7.9 Paragraphs 4.3, 4.4, 4.5, 5.4, 6.1-6.5, 7.6, 7.8 and 7.9 of this Agreement shall survive termination of this Agreement.