TERMINATION BY THE REGENTS. 12.1 If the Licensee fails to materially perform or materially violates any term of this Agreement, then The Regents may give written notice of default (“Notice of Default”) to the Licensee. If the Licensee fails to repair the default within sixty (60) days of the effective date of Notice of Default, The Regents may terminate this Agreement and its licenses by a second written notice (Notice of Termination). However, if Licensee disputes the alleged breach within the cure period, then The Regents shall not have the right to terminate this Agreement unless it has been determined by an arbitrator or court proceeding that this Agreement was materially breached, and Licensee fails to comply with its obligations hereunder within sixty (60) days after that determination. If a properly given Notice of Termination is sent to the Licensee, this Agreement will automatically terminate on the effective date of such Notice. Termination will not relieve the Licensee of its obligation to pay any fees owing at the time of termination and will not impair any accrued right of The Regents. These notices are subject to Article 21 (Notices).
Appears in 3 contracts
Samples: Financing Agreement (NeurogesX Inc), Commercial Supply and License Agreement (NeurogesX Inc), Exclusive License Agreement (NeurogesX Inc)
TERMINATION BY THE REGENTS. 12.1 If the 10.1. Except as otherwise provided in Article 6 (Diligence) of this Agreement, if Licensee fails should violate or fail to materially perform or materially violates any term of this Agreement, then The Regents may give written notice of such default (“Notice of Default”) to the Licensee. If the Licensee fails should fail to repair the such default within sixty (60) days of the effective date of Notice of Defaultsuch notice, The Regents may terminate this Agreement and its licenses by a second written notice (Notice of Termination). However, if Licensee disputes the alleged breach within the cure period, then The Regents shall not will have the right to terminate this Agreement unless it has been determined and the licenses herein by an arbitrator or court proceeding that this Agreement was materially breached, and Licensee fails a second written notice (“Notice of Termination”) to comply with its obligations hereunder within sixty (60) days after that determinationLicensee. If a properly given Notice of Termination is sent to the Licensee, this Agreement will automatically terminate on the effective date of such Noticenotice. Termination Such termination will not relieve the Licensee of its obligation to pay any royalty or […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. license fees owing at the time of such termination and will not impair any accrued right rights of The Regents. These The aforementioned notices are will be subject to Article 21 22 (Notices).
Appears in 3 contracts
Samples: Exclusive License Agreement (Arcadia Biosciences, Inc.), Exclusive License Agreement (Arcadia Biosciences, Inc.), Exclusive License Agreement (Arcadia Biosciences, Inc.)