Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 7, 9, 20, 22, 25, 26, and Section 12.2, 15.2, 15.3, and 27.7 hereof shall survive any termination of this Agreement.

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort Diligent Efforts to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 If Licensee shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement shall terminate upon thirty (30) days written notice by Licensor. 12.3 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 1, 7, 9, 14, 20, 21, 22, 23, 25, 26, and Section 12.2Sections 2.4, 8.1, 12.3, 15.2, 15.3, 17.3, 27.5, and 27.7 hereof shall survive any termination of this Agreement.

Termination by Licensor. 12.1 Section 13.1 If Licensee LICENSEE should: (a) fail to deliver to Licensor LICENSOR any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement AGREEMENT to be performed by it hereunder; (d) cease active Commercially Reasonable Effort to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) insolvent, enter into an agreement or be involved in a composition proceeding with creditors, or have a receiver appointed for it; or (e) cease to carry on its business with respect to the rights granted in this Agreement; then Licensor LICENSOR may give written notice of such default to LicenseeLICENSEE. If Licensee LICENSEE should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 Section 13.2 No termination of this Agreement AGREEMENT by Licensor LICENSOR shall relieve Licensee LICENSEE of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of LicensorLICENSOR. Licensee LICENSEE shall pay all attorneys’ fees and costs incurred by Licensor LICENSOR in enforcing any obligation of Licensee LICENSEE or accrued right of LicensorLICENSOR. Articles 78, 912, 13.2, 15, 16.2, 16.3, 20, 22, 25, 2627, 28 and Section 12.2, 15.2, 15.3, and 27.7 hereof 29.7 shall survive any termination of this AgreementAGREEMENT.

Termination by Licensor. 12.1 If Licensee should: (a) fail XXXX shall be deemed to deliver be in default under this Agreement in the event (i) XXXX fails to timely pay to Licensor any statement Royalties hereunder (or report fails to pay any amounts required hereunder when due; (b) fail to make any payment at by Section 3 of the time that Escrow Agreement by the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort to commercialize a Licensed Product(srespective deadlines set forth in such Section 3); (eii) file XXXX materially breaches any other material provision of this Agreement; (iii) XXXX materially breaches any material provision of the Master Agreement; (iv) XXXX files a petition in bankruptcy, has a petition filed against it regarding bankruptcy actionwhich is not dismissed within 60 days, is adjudicated bankrupt, or have makes any assignment for the benefit of creditors that has a bankruptcy action against itmaterial adverse affect on XXXX’x ability to perform under this Agreement; and/or (v) XXXX ceases to operate or continuously engage in business. In the event of a default as defined in this Section 8.2(a), or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice shall notify XXXX in writing of such default and require XXXX to Licenseecure such default, within 15 days of the date of such notice for any defaults under (i) above; or within 30 days of the date of such notice for defaults under (ii) or (iii) above. If Licensee should fail XXXX fails to cure such default within thirty the applicable cure period, Licensor shall have the right to immediately terminate this Agreement. Any default under (30iv) days of such or (v) above shall be deemed non-curable and termination shall be immediate upon Licensor’s notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 No termination of this Agreement by (b) Licensor shall relieve Licensee be permitted to terminate this Agreement, upon written notice to XXXX, in the event that XXXX fails to cure, within 30 days after written demand to cure, any violation of its obligation to pay obligations hereunder which violation (together with any monetary obligation due or owing at previous violations) materially endangers the time general enforceability of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor the Licensed US Patent Rights in enforcing any obligation of Licensee or accrued right of Licensor. Articles 7, 9, 20, 22, 25, 26, and Section 12.2, 15.2, 15.3, and 27.7 hereof shall survive any termination of this Agreementthe United States.

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 If Licensee shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement shall terminate upon thirty (30) days written notice by Licensor. 12.3 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 7, 9, 20, 22, 25, 26, and Section 12.212.3, 15.2, 15.3, and 27.7 hereof shall survive any termination of this Agreement.

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (fg) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty ninety (3090) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 If Licensee shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement shall terminate upon thirty (30) days written notice by Licensor. 12.3 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 7, 9, 18, 20, 2221, 23, 24, 25, 26, 27 and Section 12.22.1 (solely with respect to the Target Patent Rights), 4.3(b) (solely for the period specified therein), 10.4, 12.3, 13.3, 15.2, 15.3, 15.4 and 27.7 16.4 hereof shall survive any termination or expiration of this Agreement.

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any material covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Reasonable Effort Diligent Efforts to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty ninety (3090) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 If Licensee shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement shall terminate upon thirty (30) days written notice by Licensor. 12.3 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 7, 9, 14, 20, 2221, 23, 25, 26, and Section 12.212.3, 15.2, 15.3, and 27.7 27.8 hereof shall survive any termination of this Agreement.