Common use of Termination by TSRI Clause in Contracts

Termination by TSRI. TSRI may terminate this Agreement as follows: (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 14.2) within thirty (30) days after the date the notice in writing of such non-payment is received by Licensee; (b) If Licensee defaults in its indemnification obligations under Section 9 and fails to cure said default within sixty (60) days after the date the notice in writing of such default is received by Licensee; (c) If Licensee defaults in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date the notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day period, TSRI shall not have the right to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination; (d) If by the first anniversary of the Effective Date, Licensee has not secured at least [***] in investment funding, which termination is effective upon the expiration of thirty (30) days after written notice by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If Licensee shall become insolvent, shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, which petition shall not have been dismissed upon the expiration of sixty (60) days after its filing. Such termination shall be effective immediately upon TSRI giving written notice to Licensee at the occurrence of such event; (f) If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products, Licensed Services, Licensed Processes or Licensed Biological Material.

Termination by TSRI. TSRI may has the right to immediately terminate this Agreement as follows:follows (unless a further cure period is provided below): (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 14.2) within thirty (30) 15 days after the date the of notice in writing of such non-payment is received by LicenseeTSRI; (b) If Licensee defaults in its indemnification and/or insurance obligations under Section 9 and fails to cure said default within sixty (60) days after the date the notice in writing of such default is received by Licensee9; (c) If Licensee defaults As provided in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date the notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day period, TSRI shall not have the right to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination6.2; (d) If by the first anniversary of the Effective Date, Licensee has not secured at least [***] in investment funding, which termination is effective upon the expiration of thirty (30) days after written notice by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If Licensee shall become adjudicated insolvent, shall make makes an assignment for the benefit of creditors, or shall have has a petition in bankruptcy filed for or against it, which petition shall not have been dismissed upon has a receiver appointed over any of Licensee’s assets, or in the expiration event of sixty (60) days after its filingthe filing of any proceedings against Licensee under any bankruptcy or insolvency law. Such termination shall be effective immediately upon TSRI giving written notice to Licensee; (e) If an audit by TSRI’s accountant pursuant to Section 7 shows an underreporting or underpayment by Licensee at of 15% or more for any calendar year, and a subsequent audit conducted within three (3) years after the occurrence first audit shows a similar underreporting or underpayment by Licensee of such event15% or more for any subsequent calendar year; (f) If Licensee is convicted of a felony relating to the development, manufacture, use use, marketing, distribution or sale of Products or Derived Products; (g) In the event Licensee, its Affiliate or a Sublicensee directly or indirectly institutes or makes any Challenges; provided, however, that if a Sublicensee directly or indirectly institutes or makes any Challenge: (i) TSRI shall have the right to terminate only that portion of the license granted to Licensee under Section 2.1 that relates to the Licensed ProductsProduct to which such Sublicensee has been granted a sublicense; and (ii) except as expressly provided in the preceding clause (i), Licensed Servicesthis Agreement, Licensed Processes or Licensed Biological Materialincluding, without limitation, Licensee’s license under Section 2.1 and all other sublicenses granted by Licensee thereunder, shall otherwise remain in full force and effect; or (h) Except as provided in subparagraphs (a) - (g) above, if Licensee defaults in the performance of any obligations under this Agreement and the default has not been remedied within 45 days after the date of notice in writing of such default by TSRI.

Termination by TSRI. TSRI may terminate this Agreement as follows: (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 14.215.2) within thirty (30) days after the date the delivery to Licensee of a written notice in writing of such non-payment is received by Licensee;TSRI; * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) If Licensee defaults in its indemnification and insurance obligations under Section 9 and fails to cure said such default within sixty thirty (6030) days after the date the delivery to Licensee of a written notice in writing of such default is received by LicenseeTSRI; (c) If, at any time after [***] from the date of this Agreement, TSRI determines in good faith that the Agreement should be terminated pursuant to Section 6.3; (d) If Licensee becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it which petition is not challenged or dismissed with prejudice within ninety (90) days after filing, then such termination shall be effective immediately upon TSRI giving written notice to Licensee; (e) If an examination by TSRI’s accountant pursuant to Section 7 shows an underreporting or underpayment by Licensee in excess of [***] in any calendar year, and a subsequent audit shows a similar under reporting of underpayment by Licensee in excess of [***] in any subsequent calendar year, in each case if either Licensee does not dispute the result of such examinations or such examinations are determined to be accurate in accordance with Section 7.3 hereof; (f) If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products, Licensed Services or Licensed Processes, which conviction is upheld after final appeal; (g) If Licensee institutes or makes any Challenges, then TSRI has the right to immediately terminate this Agreement without any liability and without any opportunity to cure by Licensee upon written notice to Licensee; or (h) Except as provided in subparagraphs (a)—(e) above, if Licensee defaults in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date the delivery to Licensee of a written notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day period, TSRI shall not have the right to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination; (d) If by the first anniversary of the Effective Date, Licensee has not secured at least [***] in investment funding, which termination is effective upon the expiration of thirty (30) days after written notice by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If Licensee shall become insolvent, shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, which petition shall not have been dismissed upon the expiration of sixty (60) days after its filing. Such termination shall be effective immediately upon TSRI giving written notice to Licensee at the occurrence of such event; (f) If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products, Licensed Services, Licensed Processes or Licensed Biological Material.

Termination by TSRI. TSRI may terminate this Agreement as follows: (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 14.2) within thirty (30) days after the date the of notice in writing of such non-payment is received by LicenseeTSRI; (b) If Licensee defaults in its indemnification and insurance obligations under Section 9 and fails to cure said has not cured such default within sixty (60) days after the date the notice in writing of such default is received by Licensee; (c) If Licensee defaults in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date the notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day period, TSRI shall not have the right to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination; (d) If by the first anniversary of the Effective Date, Licensee has not secured at least [***] in investment funding, which termination is effective upon the expiration of thirty (30) days after of written notice thereof by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.; (ec) If Licensee shall become insolvent, shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, which it unless the petition shall not have been filed by others is dismissed upon the expiration of sixty within ninety (6090) days after its filingdays. Such termination shall be effective immediately upon TSRI giving written notice to Licensee at the occurrence of such eventLicensee; (fd) If an examination by TSRI’s accountant pursuant to Section 7 leads to a determination of an underreporting or underpayment by Licensee of fifteen percent (15%) or more for any calendar year and a subsequent examination pursuant to Section 7 leads to a similar determination of underreporting or underpayment by Licensee of fifteen percent (15%) or more for any subsequent calendar year; (e) If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products; (f) In the event Licensee institutes any Challenges, Licensed ServicesTSRI has the right, Licensed Processes within ninety (90) days of such Challenge, to immediately terminate this Agreement with respect to the Challenged patent or Licensed Biological Materialpatent application without any liability and without any opportunity to cure by Licensee upon written notice to Licensee; (g) If, at any time after two (2) years from the Effective Date, TSRI determines that this Agreement should be terminated pursuant to Section 6.2; or (h) Except as provided in subparagraphs (a) - (g) above, if Licensee defaults in the performance of any material obligations under this Agreement and the default has not been remedied within sixty (60) days after the date of notice in writing of such default by TSRI.

Termination by TSRI. TSRI may terminate this Agreement as follows: (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 14.2) within thirty (30) days after the date the of notice in writing of such non-payment is received by LicenseeTSRI; (b) If Licensee defaults in upon any of its material obligations hereunder (other than any payment obligation, which is subject to Section 12.3(a)), including, without limitation, the indemnification or insurance obligations under Section 9 9, and fails to does not cure said such default within sixty (60) days after receipt of notice from TSRI specifying in reasonable detail the date the notice in writing nature of such default is received by Licenseedefault; (c) If Licensee defaults As provided in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date the notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day period, TSRI shall not have the right to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination6.1; (d) If by Upon written notice to Licensee in the first anniversary event of the Effective Datefiling for bankruptcy by Licensee, or determination by a court of competent jurisdiction that Licensee has not secured at least [***] in investment fundingis bankrupt, which termination is effective upon or the expiration appointment of thirty (30) days after written notice a receiver of any of Licensee’s assets, or the making by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If Licensee shall become insolvent, shall make an of any assignment for the benefit of creditors, or shall have a petition in the institution of any proceedings against Licensee under any bankruptcy filed for law that are not dismissed or against it, which petition shall not have been dismissed upon the expiration of discharged within sixty (60) days after its filing. Such termination shall be effective immediately upon TSRI giving written notice to Licensee at the occurrence of such eventinstitution; (fe) If Licensee is convicted of a felony relating to the development, manufacture, use use, sale or sale marketing of Licensed Products; or (f) In the event Licensee, Licensed Servicesits Affiliate or a Sublicensee directly or indirectly institutes or makes any Challenges, Licensed Processes TSRI has the right to immediately terminate this Agreement without any liability and without any opportunity to cure by Licensee, its Affiliate or Licensed Biological MaterialSublicensee upon written notice to Licensee; provided, however, that if a Sublicensee directly or indirectly institutes or makes any Challenge: (i) TSRI shall have the right to terminate only that portion of the license granted to Licensee under Section 2.1 that relates to the Product to which such Sublicensee has been granted a sublicense; and (ii) except as expressly provided in the preceding clause (i), this Agreement, including, without limitation, Licensee’s license under Section 2.1 and all other sublicenses granted by Licensee thereunder, shall otherwise remain in full force and effect.

Termination by TSRI. TSRI may terminate this Agreement as follows: (a) If Licensee does not make a an undisputed payment due hereunder and fails to cure such undisputed non-payment (including the payment of interest in accordance with Section 14.214.2 hereof) within thirty (30) days after the date the of notice in writing of such non-payment is received by LicenseeTSRI; (b) If Licensee defaults in its indemnification and insurance obligations under Section 9 and fails to does not cure said such default within sixty thirty (6030) days after the date the of notice in writing of such default is received by TSRI to Licensee; (c) If Licensee defaults in the performance of If, at any material obligation under this Agreement and the default has not been remedied within sixty time after two (602) days after years from the date the notice in writing of such default is received by Licensee; provided however, that if Licensee disputes an asserted breach in writing within such sixty (60) day periodthis Agreement, TSRI shall not have determines that the right Agreement should be terminated pursuant to terminate this Agreement unless and until it has been determined in an arbitration proceeding under Section 14.9 below that this Agreement was materially breached, and Licensee fails to cure such breach within seven (7) days after such determination6.2; (d) If by the first anniversary of the Effective Date, Licensee has not secured at least [***] in investment funding, which termination is effective upon the expiration of thirty (30) days after written notice by TSRI; ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If Licensee shall become insolvent, shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, which petition shall not have been dismissed upon the expiration of sixty (60) days after its filing. Such termination shall be effective immediately upon TSRI giving written notice to Licensee at the Licensee; (e) If an examination by TSRI’s accountant pursuant to Section 6.7 shows a second occurrence of such eventan underreporting or underpayment by Licensee in excess of twenty percent (20%) for any twelve (12) month period; (f) If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products, Licensed Services, Licensed Processes Products or Licensed Biological Material.Materials; or (g) Except as provided in subparagraphs (a) – (f) above, if Licensee defaults in the performance of any material obligation under this Agreement and the default has not been remedied within sixty (60) days after the date of notice in writing of such default by TSRI to Licensee;