Termination for Licensor Breach Clause Samples
The 'Termination for Licensor Breach' clause allows the licensee to end the agreement if the licensor fails to meet its contractual obligations. Typically, this clause outlines the types of breaches that justify termination, such as failure to deliver licensed materials or violation of warranties, and may require the licensor to be given notice and an opportunity to cure the breach. Its core function is to protect the licensee by providing a clear exit mechanism if the licensor does not fulfill their responsibilities, thereby allocating risk and encouraging compliance.
POPULAR SAMPLE Copied 4 times
Termination for Licensor Breach. If Licensee discovers (i) a challenge, claim, suit interference to the Patent Rights that raises a significant commercial risk unless resolved, or is incapable of being resolved, or (ii) the revelation of facts concerning the state of development of the device, the clinical or biological results pertaining thereto, the ownership of the device of other significant facts bearing on the commercial viability of the device, which are contrary to or in conflict with the statements and/or representations of the Licensor or its agents concerning the device, Licensee will have the right to terminate this Agreement upon written notice to Licensor. At Licensee’s option, such termination can be for the entire Agreement or only in respect of certain countries or territories, as set forth in Section 10.3, above. Upon such termination, any and all obligations of Licensee in respect of the Licensed Products and Technology will cease, including but not limited to Licensee’s obligations to pay Annual Minimum Royalties, and any and all Technology rights granted to Licensee by Licensor will also cease.
Termination for Licensor Breach. Upon any termination of this Agreement by Licensee under Section 9.2.1, as of the effective date of such termination, Licensee thereafter automatically shall have a fully sublicensable and transferable, fully paid up (subject to the remainder of this Section 9.4), exclusive license in the Territory under the Licensed Patent Rights and Licensed Technology, to make, have made, use, have used, sell, have sold, offer for sale, import and have imported Licensed Products and to perform and have performed Licensed Services in the Territory, for any and all uses within the Field, provided that Licensee shall pay, for the remainder of any royalty term under Section 4.4 above, in lieu of any payments including license fees or royalties it would otherwise owe to Licensor under this Agreement, a royalty equal [************] of the royalty rate that would otherwise apply with respect to the Licensed Products and Licensed Services hereunder.
Termination for Licensor Breach. Upon any termination of this Agreement by Licensee under Section 9.2.1 or 9.3, as of the effective date of such termination, Licensee thereafter automatically shall have a fully sublicensable and transferable, fully paid up, exclusive license in the Territory under the Licensed Patent Rights and Licensed Technology, to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, import and have imported any and all Licensed Products and to practice the Licensed Technology in the Territory.
Termination for Licensor Breach. Upon any termination of this Agreement by Licensee under Section 10.2.2, as of the effective date of such termination, Licensee thereafter automatically shall have a fully sublicensable and transferable, fully paid up (subject to the remainder of this Section), exclusive license in the Territory under the Licensed Patent Rights and Licensed Technology, to Develop, have Developed, make, have made, use, have used, sell, have sold, offer for sale, import, have imported, export, have exported, commercialize and have commercialized any and all Licensed Products and to practice the Licensed Technology in the Territory, provided that Licensee shall pay, for the remainder of any Royalty Term (as defined in Exhibit C), in lieu of any payments including Milestone Payments or royalties it would otherwise owe to Licensor under this Agreement, a royalty equal to one half (1/2) of the royalty rate that would otherwise apply with respect to the Licensed Product.
Termination for Licensor Breach. Upon any termination of this Agreement by Licensee under Section 9.2.1 or 9.3, as of the effective date of such termination, Licensee thereafter automatically shall have a fully sublicensable and transferable, fully paid up, exclusive license in the Territory under the Licensed Patent Rights and Licensed Technology, to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, import and have imported any and all Licensed Products and to practice the Licensed Technology, provided that Licensee shall pay, for the remainder of any royalty term hereunder, in lieu of any other payments, including milestone payments, royalty payments and minimum royalty payments, it would otherwise owe to Licensor under this Agreement, a royalty equal to one quarter (1/4) of the royalty rate that would otherwise apply with respect to the Licensed Product hereunder.