Termination for Failure to Pay. If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement upon [***] days written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said [***] day notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said [***] day period. Company shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Hospital shall have the right to terminate this Agreement immediately upon written notice. Notwithstanding the foregoing, if Company in good faith disputes a payment obligation asserted by Hospital, then, providing Company shall make said disputed payment and Hospital shall place said payment in escrow, such termination right shall be tolled until after such dispute is resolved, and this Agreement shall not terminate based on such dispute if Company pays all amounts ultimately determined to be due within [***] days following the resolution of such dispute in accordance with Section 12.8.
Appears in 4 contracts
Samples: Exclusive License Agreement, Exclusive License Agreement (OvaScience, Inc.), Exclusive License Agreement (OvaScience, Inc.)
Termination for Failure to Pay. If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement upon [***] days written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said [***] day notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said [***] day period. Company shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Hospital shall have the right to terminate this Agreement immediately upon written notice. Notwithstanding the foregoing, if Company in good faith disputes a payment obligation asserted by Hospital, then, providing Company shall make said disputed payment and Hospital shall place said payment in escrow, such termination right shall be tolled until after such dispute is resolved, and this Agreement shall not terminate based on such dispute if Company pays all amounts ultimately determined to be due within [***] days following the resolution of such dispute in accordance with Section 12.8.
Appears in 2 contracts
Samples: Exclusive License Agreement (OvaScience, Inc.), Exclusive License Agreement (OvaScience, Inc.)