Termination by CHIRON Sample Clauses
The 'Termination by CHIRON' clause grants CHIRON the explicit right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which CHIRON may exercise this right, such as breach of contract by the other party, insolvency, or failure to meet certain obligations. By clearly defining when and how CHIRON can terminate the contract, this clause provides a mechanism for CHIRON to protect its interests and exit the agreement if necessary, thereby managing risk and ensuring contractual flexibility.
Termination by CHIRON. CHIRON may terminate this Agreement and the Original License Agreement only upon any of the following grounds:
(a) ROCHE's or its Affiliate's material breach of this Agreement or the Original License Agreement, including, without limitation, a breach resulting from ROCHE's or its Affiliate's failure to pay any sums due hereunder or thereunder, where such breach shall not have been remedied within thirty (30) days of the receipt of a written notification from CHIRON identifying the breach and requiring its remedy; whereupon termination under this Section 7.3(a) shall be effective upon the expiration of such thirty (30) day cure period, subject to Section 7.6; or
(b) [***]. [***].
Termination by CHIRON. CHIRON may terminate this Agreement only upon any of the following grounds:
(a) ROCHE's or its Affiliate's material breach of this Agreement, including, without limitation, a breach resulting from ROCHE's or its Affiliate's failure to pay any sums due hereunder, where such breach shall not have been remedied within thirty (30) days of the receipt of a written notification from CHIRON identifying the breach and requiring its remedy; whereupon termination under this Section 7.3(a) shall be effective upon the expiration of such thirty (30) day cure period, subject to Section 7.6; or
(b) [CONFIDENTIAL TREATMENT REQUESTED]
Termination by CHIRON. Chiron may elect to terminate this eSAS 2 Addendum under this Section 8.3 for convenience at any time during the eSAS Term in its sole discretion upon written notice to Gen-Probe. Following any such termination, Chiron shall pay, promptly upon receipt of an invoice therefor, to Gen-Probe an amount equal to (i) [...***...] in the [...***...] for which an [...***...] has been [...***...] and (ii) [...***...] not yet [...***...] but [...***...] in the [...***...] whether or not disputed, as set [...***...] in the [...***...].
Termination by CHIRON. CHIRON may terminate this Agreement only upon any of the following grounds:
(a) ▇▇▇▇▇▇'▇ or its Affiliates' material breach of this Agreement, including, without limitation, a breach resulting from ▇▇▇▇▇▇'▇ or its Affiliates' failure to pay any sums due hereunder, where such breach shall not have been remedied within thirty (30) days of the receipt of a written notification from CHIRON identifying the breach and requiring its remedy; whereupon termination under this Section 8.3 (a) shall be effective upon the expiration of such thirty (30) day cure period, subject to Section 8.6; or
(b) ▇▇▇▇▇▇'▇ or its Affiliates' challenge to the validity or enforceability of any claim of a patent within the Licensed Patents to the extent that such claim recites activity that is licensed to ▇▇▇▇▇▇ hereunder, except through not more than one ADR proceeding with respect to each patent within the Licensed Patents, including within such proceeding all directly- related foreign counterparts of such patent or its support of a third party's challenge to the validity or enforceability of any such claims of a patent within Licensed Patents as described in Article 6.
Termination by CHIRON. CHIRON may terminate this Agreement only upon any of the following grounds:
(a) ROCHE's or its Affiliate's material breach of this Agreement, including, without limitation, a breach resulting from ROCHE's or its Affiliate's failure to pay any sums due hereunder, where such breach shall not have been remedied within thirty (30) days of the receipt of a written notification from CHIRON identifying the breach and requiring its remedy; whereupon termination under this Section 7.2(a) shall be effective upon the expiration of such thirty (30) day cure period, subject to Section 7.5; or
(b) ROCHE or its Affiliates challenge to the validity or enforceability of a claim of a patent containing a claim within the CHIRON Licensed Patents, or support a challenge by a third party to the validity or enforceability of any such claim within CHIRON Licensed Patents if such challenge could invalidate or impair the enforceability of a claim that relates to activity that is licensed to ROCHE hereunder or Roche or its Affiliates make application seeking compulsory licensing under a claim within the CHIRON Licensed Patents or support an application by a third party seeking compulsory licensing of such claim within the CHIRON Licensed Patents, (except to the extent any such support of a third party is required by law or compulsory judicial process), then immediately upon receipt of a written notification from CHIRON, subject to Section 7.6, this Agreement shall terminate; provided, however, that in an ADR proceeding brought by ROCHE or CHIRON with respect to infringement of (1) a claim within the CHIRON Licensed Patents by a future CHIRON Licensed Product or (2) a claim within a future patent or application Directed to HCV or Directed to HIV and within CHIRON Licensed Patents by a current or future CHIRON Licensed Product, Roche may present validity evidence as part of its argument for proper claim construction without being deemed to have challenged validity or enforceability within the meaning of this sentence. As utilized in this Section, "support" of a third party challenge or application shall mean any of (i) financial support of a third party, (ii) delivery of information to a third party under an obligation of confidentiality, or (iii) active participation in any proceeding initiated by a third party, were such third party is challenging the validity or enforceability of any such claims within CHIRON Licensed Patents or seeking compulsory licensing of any such claims withi...
Termination by CHIRON. Chiron may elect to terminate this eSAS 2 Addendum under this Section 8.3 for convenience at any time during the eSAS Term in its sole discretion upon written notice to Gen-Probe. Following any such termination, Chiron shall pay, promptly upon receipt of an invoice therefor, to Gen-Probe an amount equal to (i) [***] in the [***] for which an [***] has been [***] and (ii) [***] not yet [***] but [***] in the [***], whether or not disputed, as set forth in the approved Budget.