Common use of Termination of this LICENSE by LTC Clause in Contracts

Termination of this LICENSE by LTC. Subject to the terms of this Article 8, this LICENSE may be terminated in its entirety by LTC by provision of a termination notice indicating that: (a) Except in the case of a breach of Section 3.2 or 3.4 (which will be governed by Section 3.5), LTC has determined that ADAPTIMMUNE cannot demonstrate to the reasonable satisfaction of LTC that it is exercising commercially-reasonable due diligence to reasonably commercialize the LICENSED LTC T CELL PRODUCT in accordance with the terms of this LICENSE; (b) ADAPTIMMUNE willfully made a false statement of a material fact in any report required by this LICENSE; (c) ADAPTIMMUNE has been found by a court of competent jurisdiction in final or unappealable decision to have violated Federal antitrust laws or any other provision of law in connection with its performance under this LICENSE; (d) LTC has determined that ADAPTIMMUNE has committed a material breach of a covenant contained in this LICENSE, including without limitation, Section 3.1; (e) ADAPTIMMUNE has defaulted in the payment of any amount due to LTC; or ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (f) As described in Section 3.13, to the extent allowable by governing law, ADAPTIMMUNE has asserted the invalidity or unenforceability of any claim included in the LTC PATENT RIGHTS, including by way of litigation or administrative proceedings, either directly or through any AFFILIATE or THIRD PARTY; in each case, which violation ADAPTIMMUNE fails to cure as set forth in Section 8.5.

Termination of this LICENSE by LTC. Subject to the terms of this Article 8, this LICENSE may be terminated in its entirety by LTC by provision of a termination notice indicating that: (a) Except in the case of a breach of Section 3.2 or 3.4 (which will be governed by Section 3.5), LTC has determined that ADAPTIMMUNE cannot demonstrate to the reasonable satisfaction of LTC that it is exercising commercially-reasonable due diligence to reasonably commercialize the LICENSED LTC T CELL PRODUCT in accordance with the terms of this LICENSE; (b) ADAPTIMMUNE willfully made a false statement of a material fact in any report required by this LICENSE; (c) ADAPTIMMUNE has been found by a court of competent jurisdiction in final or unappealable decision to have violated Federal antitrust laws or any other provision of law in connection with its performance under this LICENSE; (d) LTC has determined that ADAPTIMMUNE has committed a material breach of a covenant contained in this LICENSE, including without limitation, Section 3.1; (e) ADAPTIMMUNE has defaulted in the payment of any amount due to LTC; or ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (f) As described in Section 3.13, to the extent allowable by governing law, ADAPTIMMUNE has asserted the invalidity or unenforceability of any claim included in the LTC PATENT RIGHTS, including by way of litigation or administrative proceedings, either directly or through any AFFILIATE or THIRD PARTY; in each case, which violation ADAPTIMMUNE fails to cure as set forth in Section 8.5.