Termination by KemPharm Clause Samples
Termination by KemPharm. (a) KemPharm may terminate this Agreement upon written notice to KVK, if KVK stops conducting Regulatory Activities with respect to, or Commercializing, Licensed Products in the Collaboration Territory for a period of six (6) months or more, unless the conduct of Regulatory Activities or Commercialization of Licensed Products was prevented throughout such period by a force majeure for which KVK provided notice pursuant to Section 15.2 prior to or at the start of such period and that persisted throughout such period despite KVK’s reasonable efforts to remove or mitigate it. Such termination shall go into effect on the date specified in the applicable termination notice.
(b) KemPharm may terminate this Agreement in its entirety upon written notice to KVK, if KVK or its Affiliates or their respective sublicensees, directly or indirectly, individually or in association with any other person or entity, challenges the validity, enforceability or scope of any Licensed Patent. Such termination shall go into effect on the date specified in the applicable termination notice.
Termination by KemPharm. KemPharm may terminate this Agreement in its entirety immediately upon written notice to Company, if Company or its Affiliates directly or indirectly, individually or in association with any other person or entity, challenges the validity, enforceability or scope of any Licensed Patent and such challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by KemPharm. Additionally, KemPharm may terminate this Agreement in its entirety immediately upon written notice to Company, if a Sublicensee of Company or its Affiliates directly or indirectly, individually or in association with any other person or entity, challenges the validity, enforceability or scope of any Licensed Patent, and such challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by KemPharm, and Company fails, within [*****] days of a written request by KemPharm, to either terminate the applicable sublicense agreement with such Sublicensee or cause such Sublicensee to cease such patent challenge; provided however that KemPharm may not terminate if a court of competent jurisdiction has prevented Company from terminating such applicable sublicense agreement through an injunction or similar mechanism provided that Company is continuing to make reasonable efforts to terminate such applicable sublicense agreement.