Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days after delivery of written notice from Licensor; or (b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) days after delivery of written notice from Licensor; (c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.
Appears in 9 contracts
Samples: Patent & Technology License Agreement (American Boarding Co), Patent & Technology License Agreement (American Boarding Co), Patent & Technology License Agreement (American Boarding Co)
Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:
(a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) days after delivery of written notice from Licensor;; or
(c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or
(d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.
Appears in 4 contracts
Samples: Patent & Technology License Agreement, Patent & Technology License Agreement (American Boarding Co), Patent & Technology License Agreement (Microlin Bio, Inc.)
Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of UseLicensed Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:
(a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) 30 days after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) 60 days after delivery of written notice from Licensor;; or
(c) Licensor delivers notice to Licensee of three or more actual material breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or
(d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action; or
(e) Licensee breaches or defaults on any provision in any other agreement to which Licensor and Licensee are parties and Licensee does not cure such breach or default in the time allowed under such other agreement.
Appears in 1 contract
Samples: Patent & Technology License Agreement (Blue Water Biotech, Inc.)
Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject MatterPatent Rights, or any part of Field of UseField, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:
(a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days [**] after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) days [**] after delivery of written notice from Licensor;; or
(c) Licensor delivers notice to Licensee of three [**] or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or
(d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.
Appears in 1 contract
Samples: Patent License Agreement (Aileron Therapeutics Inc)
Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of UseField, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:
(a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days [**] after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) days [**] after delivery of written notice from Licensor;; or
(c) Licensor delivers notice to Licensee licensee of three [**] or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or
(d) Licensee or its Affiliate Subsidiaries or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.
Appears in 1 contract
Samples: Patent & Technology License Agreement (Aileron Therapeutics Inc)
Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:
(a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty sixty (3060) days after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety sixty (9060) days after delivery of written notice from Licensor;; or {00245154-1} Licensee: Cellectis CONFIDENTIAL Exclusive License (Life Sciences) Licensor: Ohio State Innoation Foundation A2014-1834 // CLS-14086 NYI-524635066v1
(c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or
(d) Licensee or its Affiliate initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action. Upon Licensor’s request, Licensee shall terminate any Sublicense Agreement with a Sublicensee that initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.
Appears in 1 contract
Samples: Patent & Technology License Agreement (Cellectis S.A.)