Common use of Termination by BIOPHYTIS Clause in Contracts

Termination by BIOPHYTIS. BIOPHYTIS may decide to terminate this LICENSE AGREEMENT in whole or in part in the following cases: (i) At any time before 1stJanuary 2020: in the event of a decision to terminate the agreement notified by BIOPHYTIS to SATT LUTECH under this paragraph, the termination of the LICENSE AGREEMENT will not give rise to a specific payment obligation by BIOPHYTIS in favour of SATT LUTECH and/or the ESTABLISHMENTS, other than the amounts remaining due on the date of termination under the LICENSE AGREEMENT. (ii) At any time from 1 January 2020 inclusive: in the event of a decision to terminate the agreement notified by BIOPHYTIS to SATT LUTECH pursuant to this paragraph, the termination of the LICENSE AGREEMENT shall be subject to payment by BIOPHYTIS to SATT LUTECH, in its capacity as representative of the ESTABLISHMENTS, of a penalty equivalent to three (3) times the annual guaranteed minimum, payable by BIOPHYTIS for the current financial year pursuant to article 5.1 above, but BIOPHYTIS would be exempted in the future by the effect of the termination. However, in the particular case of a cancellation motivated by the rejection of all applications for the Marketing Authorisations requested by BIOPHYTIS in Europe and the United States, with the most recent rejection occurring within six (6) months before the termination notice, the penalty under this paragraph (ii) will not be due. For the purposes of this LICENSE AGREEMENT, the term “partial cancellation” means the waiver by BIOPHYTIS to the exploitation of any NUTRACEUTICAL PRODUCT or any MEDICINAL PRODUCT; it being understood that in the event of partial termination, the provisions of the LICENSE AGREEMENT will remain fully applicable to the PARTIES with respect to the PRODUCT(S) that are not affected by the termination. Any termination under this Article 11.4 shall be notified by BIOPHYTIS to the other SIGNATORIES, the termination being effective thirty (30) days after receipt of said notice or upon the payment of the penalty due if it occurs after the aforementioned period of thirty (30) days. BIOPHYTIS shall promptly transfer to SATT LUTECH or to the ESTABLISHMENTS, following the instructions of SATT LUTECH, the developments relating to the PATENT(S) concerned by the termination, within the limits of said termination. By the effect of the termination, the ESTABLISHMENTS and SATT LUTECH acting on behalf of the ESTABLISHMENTS will be free to conclude with any THIRD PARTY of their choice an exclusive licence on the PATENT(S) and within the SCOPE(S) concerned by the termination; BIOPHYTIS accepts without reserve the aforementioned concession and undertakes to give on request any signature necessary for the formalization and the enforceability with regard to THIRD PARTIES of this concession

Termination by BIOPHYTIS. BIOPHYTIS may decide to terminate this LICENSE AGREEMENT in whole or in part in the following cases: (i) At any time before 1stJanuary 2020: in the event of a decision to terminate the agreement notified by BIOPHYTIS to SATT LUTECH under this paragraph, the termination of the LICENSE AGREEMENT will not give rise to a specific payment obligation by BIOPHYTIS in favour of SATT LUTECH and/or the ESTABLISHMENTS, other than the amounts remaining due on the date of termination under the LICENSE AGREEMENT. (ii) At any time from 1 January 2020 inclusive: in the event of a decision to terminate the agreement notified by BIOPHYTIS to SATT LUTECH pursuant to this paragraph, the termination of the LICENSE AGREEMENT shall be subject to payment by BIOPHYTIS to SATT LUTECH, in its capacity as a representative of the ESTABLISHMENTS, of a penalty equivalent to three (3) times the annual guaranteed minimum, payable by BIOPHYTIS for the current financial year pursuant to article 5.1 above, but BIOPHYTIS would be exempted in the future by the effect of the termination. However, in the particular case of a cancellation motivated by the rejection of all applications for the Marketing Authorisations requested by BIOPHYTIS in Europe and the United States, with the most recent rejection occurring within six (6) months before the termination notice, the penalty under this paragraph (ii) will not be due. For the purposes of this LICENSE AGREEMENT, the term “partial cancellation” means the waiver by BIOPHYTIS to of the exploitation of any NUTRACEUTICAL PRODUCT or any MEDICINAL PRODUCT; it being understood that in the event of partial termination, the provisions of the LICENSE AGREEMENT will remain fully applicable to the PARTIES with respect to the PRODUCT(S) that are not affected by the termination. Any termination under this Article 11.4 shall be notified by BIOPHYTIS to the other SIGNATORIES, the termination being effective thirty (30) days after receipt of said notice or upon the payment of the penalty due if it occurs after the aforementioned period of thirty (30) days. BIOPHYTIS shall promptly transfer to SATT LUTECH or to the ESTABLISHMENTS, following the instructions of SATT LUTECH, the developments relating to the PATENT(S) concerned by the termination, within the limits of said termination. By the effect of the termination, the ESTABLISHMENTS and SATT LUTECH acting on behalf of the ESTABLISHMENTS will be free to conclude with any THIRD PARTY of their choice an exclusive licence on the PATENT(S) and within the SCOPE(S) concerned by the terminationSCOPE; BIOPHYTIS accepts without reserve the aforementioned concession and undertakes to give on request any signature necessary for the formalization formalisation and the enforceability with regard to the THIRD PARTIES of this concession