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

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 13.01 This Agreement is effective as of the effective date of the Original License Agreement and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13. 13.02 In the event that Licensee is in default in the performance of any material obligations under this Agreement, and if the default has not been remedied within sixty (60) days after the date of notice in writing of such default, OHSU may terminate this Agreement by written notice. 13.03 Licensee may, upon sixty (60) days written notice to OHSU, terminate this Agreement by doing all of the following: a) Ceasing to make, have made, use, import, sell and offer for sale any Licensed Products and/or use of Licensed Processes; b) Terminating all sublicenses, and causing all sublicensees to cease making, having made, using, importing, selling and offering for sale any Licensed Products and/or use of Licensed Processes; and c) Paying all monies owed to OHSU under this Agreement 13.04 OHSU shall specifically have the right to terminate this Agreement if OHSU determines that: 1) Licensee is more than thirty (30) days late in paying to OHSU any consideration due under this Agreement and Licensee does not immediately pay OHSU in full upon demand, 2) Licensee experiences a Trigger Event, or 3) Licensee breaches this Agreement (other than a breach solely under 13.04 (1)1 and does not cure the breach within sixty (60) days after written notice of the breach. a) OHSU shall specifically have the right to terminate or modify, at its option, this Agreement, if OHSU determines in good faith that Licensee: 1) is not reasonably proceeding with the development and practical application (as such term is defined in 35 U.S.C. §201(f)) of Licensed Products or Licensed Processes and the Licensee can not otherwise demonstrate to OHSU’s reasonable satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve practical application of the Licensed Products or Licensed Processes; or 2) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences. In making this determination, OHSU will take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment. Prior to invoking this right, OHSU shall give written notice to Licensee providing Licensee specific notice of, and a sixty (60) day opportunity to respond to, OHSU’s concerns as to the previous items 1) and 2). If Licensee fails to alleviate OHSU’s concerns as to the previous items 1) and 2) or fails to initiate corrective action to OHSU’s satisfaction, OHSU may terminate or modify this Agreement. b) Notwithstanding Paragraph 13.05(a) above, if Licensee has sublicensed its rights under this Agreement to a third party and OHSU has approved Licensee’s execution of such sublicense pursuant to Paragraph 4.01 of this Agreement, Licensee and sublicensee shall be considered to be reasonably proceeding with development and practical application of Licensed Products and otherwise complying with this Paragraph 13.05 while such sublicense agreement is in effect and not materially breached by sublicensee. 13.06 Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by Licensee. Any royalty payments, including those related to patent expense, due to OHSU shall become immediately due and payable upon termination or expiration. If this Agreement is terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with OHSU pursuant to Paragraph 4.04. 13.07 Upon termination of this Agreement, in the event that a sublicensee does not convert its sublicense to a direct license with OHSU pursuant to Paragraph 4.04, Licensee and any sublicensee shall, at OHSU’s request, return to OHSU any data provided or generated by OHSU to or for Licensee during the term of this Agreement that will facilitate the development of the Licensed Patent Rights. Licensee will, and will cause its sublicensee who has not converted its sublicense to a direct license with OHSU to, negotiate in good faith with OHSU, or with any third party with whom OHSU is in confidential discussions for the license of Licensed Patent Rights subsequent to the termination of this Agreement, for the sale of any such data owned or controlled by Licensee and/or its sublicensee that will facilitate the development of the Licensed Patent Rights. 13.08 Upon termination of this Agreement, Licensee shall cause physical inventories to be taken immediately of: (a) all completed Licensed Products or products requiring the use of Licensed Processes on hand under the control of Licensee or any sublicensee; and (b) such Licensed Product(s) or products as are in the process of manufacture and component parts thereof as of the date of termination of this Agreement, which inventories shall be reduced to writing. Licensee shall deliver copies of such written inventories, verified by an officer of Licensee forthwith to OHSU. OHSU shall have 46 days after receipt of such verified inventories within which to challenge the inventory and request an audit. Upon five days written notice to Licensee, OHSU and its agents shall be given access during business hours to the premises of Licensee or its sublicensees for the purpose of conducting an audit. Upon the termination of this Agreement, Licensee shall, at its own expense forthwith remove, efface or destroy all references to OHSU from all advertising or other materials used in the promotion of Licensee’s business or the business of any sublicensee and Licensee and any sublicensee shall not thereafter represent in any manner that it has rights in or to the Licensed Patent Rights or Licensed Product(s) or products requiring the use of Licensed Process(es). 13.09 Notwithstanding the foregoing, if this Agreement terminates other than pursuant to Paragraph 13.04 1) or 2), Licensee shall have a period of six (6) months to sell off its inventory of Licensed Product(s) or products requiring the use of Licensed Process(es) existing on the date of termination of this Agreement and shall pay royalties to OHSU with respect to such Licensed Product(s) and products within thirty (30) days following the expiration of such six-month period (“Sell Off Right”). 13.10 Paragraphs 4.06, 6.06, 6.07, 8.01, 9.06, 12.01-12,05, 13.06-13.10, and 14.12 of this Agreement shall survive termination of this Agreement. Licensee’s obligation to pay all monies owed accruing under this Agreement shall survive termination of this Agreement.

TERM, TERMINATION, AND MODIFICATION OF RIGHTS. 13.01 This Agreement is effective as of the effective date of the Original License Agreement Effective Date and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13. 13.02 In the event that Licensee is in default in the performance of any material Material obligations under this Agreement, and if the default has not been remedied within sixty (60) days after the date of Of notice in writing of such default, OHSU may terminate this Agreement by written notice. 13.03 Licensee may, upon sixty (60) days written notice to OHSU, terminate this Agreement by doing all of the following: a) Ceasing to make, have made, use, import, sell and offer for sale any Licensed Products and/or use of Licensed Processes; b) Terminating all sublicenses, and causing all sublicensees to cease making, having made, using, importing, selling and offering for sale any Licensed Products and/or use of Licensed Processes; and c) Paying all monies owed to OHSU under this Agreement 13.04 OHSU shall specifically have the right to terminate this Agreement if OHSU determines that: 1) Licensee is more than thirty (30) days late in paying to OHSU any consideration due under this Agreement and Licensee does not immediately pay OHSU in full upon demand, 2) Licensee experiences a Trigger Event, or 3) Licensee breaches this Agreement (other than a breach solely under 13.04 (1)1 and does not cure the breach within sixty (60) days after written notice of the breach. a) OHSU shall specifically have the right to terminate or modify, at its option, this Agreement, if OHSU determines in good faith that Licensee: 1) is not reasonably proceeding with the development and practical application (as such term is defined in 35 U.S.C. §201(f)) of Licensed Products or Licensed Processes and the Licensee can not otherwise demonstrate to OHSU’s reasonable satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve practical application of the Licensed Products or Licensed Processes; or 2) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences. In making this determination, OHSU will take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment. Prior to invoking this right, OHSU shall give written notice to Licensee providing Licensee specific notice of, and a sixty (60) day opportunity to respond to, OHSU’s concerns as to the previous items 1) and 2). If Licensee fails to alleviate OHSU’s concerns as to the previous items 1) and 2) or fails to initiate corrective action to OHSU’s satisfaction, OHSU may terminate or modify this Agreement. b) Notwithstanding Paragraph 13.05(a) above, if Licensee has sublicensed its rights under this Agreement to a third party and OHSU has approved Licensee’s execution of such sublicense pursuant to Paragraph 4.01 of this Agreement, Licensee and sublicensee shall be considered to be reasonably proceeding with development and practical application of Licensed Products and otherwise complying with this Paragraph 13.05 while such sublicense agreement is in effect and not materially breached by sublicensee. 13.06 Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by Licensee. Any royalty payments, including those related to patent expense, due to OHSU shall become immediately due and payable upon termination or expiration. If this Agreement is terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with OHSU pursuant to Paragraph 4.04. 13.07 Upon termination of this Agreement, in the event that a sublicensee does not convert its sublicense to a direct license with OHSU pursuant to Paragraph 4.04, Licensee and any sublicensee shall, at OHSU’s request, return to OHSU any data provided or generated by OHSU to or for Licensee during the term of this Agreement that will facilitate the development of the Licensed Patent Rights. Licensee will, and will cause its sublicensee who has not converted its sublicense to a direct license with OHSU to, negotiate in good faith with OHSU, or with any third party with whom OHSU is in confidential discussions for the license of Licensed Patent Rights subsequent to the termination of this Agreement, for the sale of any such data owned or controlled by Licensee and/or its sublicensee that will facilitate the development of the Licensed Patent Rights. 13.08 Upon termination of this Agreement, Licensee shall cause physical inventories to be taken immediately of: (a) all completed Licensed Products or products requiring the use of Licensed Processes on hand under the control of Licensee or any sublicensee; and (b) such Licensed Product(s) or products as are in the process of manufacture and component parts thereof as of the date of termination of this Agreement, which inventories shall be reduced to writing. Licensee shall deliver copies of such written inventories, verified by an officer of Licensee forthwith to OHSU. OHSU shall have 46 days after receipt of such verified inventories within which to challenge the inventory and request an audit. Upon five days written notice to Licensee, OHSU and its agents shall be given access during business hours to the premises of Licensee or its sublicensees for the purpose of conducting an audit. Upon the termination of this Agreement, Licensee shall, at its own expense forthwith remove, efface or destroy all references to OHSU from all advertising or other materials used in the promotion of Licensee’s business or the business of any sublicensee and Licensee and any sublicensee shall not thereafter represent in any manner that it has rights in or to the Licensed Patent Rights or Licensed Product(s) or products requiring the use of Licensed Process(es). 13.09 Notwithstanding the foregoing, if this Agreement terminates other than pursuant to Paragraph 13.04 1) or 2), Licensee shall have a period of six (6) months to sell off its inventory of Licensed Product(s) or products requiring the use of Licensed Process(es) existing on the date of termination of this Agreement and shall pay royalties to OHSU with respect to such Licensed Product(s) and products within thirty (30) days following the expiration of such six-month period (“Sell Off Right”). 13.10 Paragraphs 4.06, 6.06, 6.07, 8.01, 9.06, 12.01-12,05, 13.06-13.10, and 14.12 of this Agreement shall survive termination of this Agreement. Licensee’s obligation to pay all monies owed accruing under this Agreement shall survive termination of this Agreement.