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 pursuant to Section 14.2) within thirty (30) days after the date of notice in writing of such non-payment by TSRI; (b) As provided in Section 6.2; (c) Upon written notice to Licensee in the event of the filing of bankruptcy by Licensee, or the appointment of a receiver of any of Licensee’s assets, or the making by Licensee of any assignment for the benefit of creditors, or the filing by any third party of any involuntary bankruptcy proceedings against Licensee that is not dismissed within sixty (60) days; (d) If Licensee is convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of Licensed Products or Licensed Biological Materials; (e) If an examination by TSRI’s accountant pursuant to Section 7 shows, for any calendar year, an underreporting or underpayment by Licensee of *** (the “Threshold Amount”) or more, and a subsequent audit shows a similar underreporting or underpayment by Licensee of the Threshold Amount or more; or (f) Except as provided in subparagraphs (a) — (e) above, if Licensee materially breaches any provision of this Agreement and such breach has not been remedied within forty-five (45) days after the date of notice in writing of such breach 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 pursuant to Section 14.2) within thirty (30) [*] days after the date of Licensee’s receipt of a notice in writing of such non-payment by TSRI; (b) As provided in Section 6.2; (c) Upon written notice to Licensee in the event of the filing of bankruptcy by Licensee, or the appointment of a receiver of any of Licensee’s assets, or the making by Licensee of any assignment for the benefit of creditors, or the filing by any third party of any involuntary bankruptcy proceedings against Licensee that is not dismissed within sixty (60) [*] days; (dc) If Licensee is convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of Licensed Products or Licensed Biological MaterialsProducts; (ed) If an examination by TSRI’s accountant accounting firm pursuant to Section 7 shows, for any calendar year, an underreporting or underpayment by Licensee of the greater of [*] and [** ] (the “Threshold Amount”) or more, and a subsequent audit shows a similar second underreporting or underpayment by Licensee of the Threshold Amount or more; or (fe) Except as provided in subparagraphs (a) — (ed) above, if Licensee materially breaches any provision of this Agreement and such breach has not been remedied within forty-five (45) [*] days after the date of Licensee’s receipt of a notice in writing of such breach delivered by TSRI.

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 pursuant to in accordance with Section 14.212.2) within thirty (30) days after the date of TSRI’s written notice in writing of such non-payment by TSRIpayment; (b) As provided in If Licensee defaults upon its indemnification or insurance obligations under Section 6.27; (c) As provided in Section 5.3; (d) Upon TSRI’s written notice to Licensee in the event of the filing of Licensee becomes insolvent, has a petition in bankruptcy by Licenseefiled for or against it, or the appointment of has a receiver of appointed over any of Licensee’s assets, or the making by Licensee of any makes an assignment for the benefit of creditors, or the filing by has any third party of any involuntary bankruptcy other proceedings filed against Licensee that is not dismissed within sixty (60) daysunder any bankruptcy or insolvency laws; (de) If Licensee is convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of Licensed Products or Licensed Biological MaterialsScripps Property; (ef) If an examination by TSRI’s accountant audit pursuant to Section 7 shows, for any calendar year, 6 shows an underreporting or underpayment by Licensee or any Sublicensee of [*** *]or more for [***] and fails to make full payment (including the “Threshold Amount”payment of interest in accordance with Section 12.2) or more, and a subsequent audit shows a similar underreporting or of such underpayment by Licensee within thirty (30) days after the date of the Threshold Amount or moresuch audit; or (fg) Except as provided in subparagraphs (a) — (ef) above, if Licensee materially breaches defaults in the performance of any provision of other obligations under this Agreement and such breach the default has not been remedied within forty-five thirty (4530) days after the date of TSRI’s written notice in writing of such breach by TSRIdefault.