Common use of Termination or Cancellation Clause in Contracts

Termination or Cancellation. (1) The Licence shall continue from Licence Year to Licence Year until ended either by:- (a) You by giving Us one month’s written notice of termination of the Agreement within fourteen days of the date on which We have notified You of: (i) a revision of the Tariff in accordance with clause 6(1) which results in an increase in the Royalty for the Licence Year in which the revision is effective provided that You shall remain liable to pay the proportionate amount of the Royalty for the period up to the date of termination; (ii) any variation of any other provision of this Agreement (other than a variation occasioned by an increase in VAT); (b) Us forthwith on giving written notice of termination of the Agreement to You if- (i) You shall have failed to pay the whole or part of any Royalty in accordance with Part C, para (2) or be in breach of any other term of this Agreement and then failed to pay the Royalty or, if the breach is remediable, to remedy the breach within fourteen days of the date of a written demand from Us for payment or remedy, as the case may be; (ii) In the case of an individual, You become bankrupt or make an arrangement with Your creditors or cease to carry on business; or in the case of a company or other body corporate You go into receivership, administration or any resolution is passed for Your winding-up, (other than for the purposes of reconstruction and amalgamation) or You make an arrangement with Your creditors or cease to carry on business; or in the case of a partnership or other unincorporated association, You make any arrangement with Your creditors or cease to carry on the business or activities for which You were established or You otherwise become unable to pay Your debts; or (c) either party without cause on giving to the other not less than one calendar month’s written notice to expire at the end of a Licence Period in which it is served or, where the Licence Period covers a period of less than one year, at the end of the Licence Period following that in which such notice is served. (2) Any notice served by You pursuant to this clause 7 must be served in writing by recorded delivery. (3) The termination of this Agreement howsoever caused shall be without prejudice to any right arising under or by virtue of this Agreement accrued prior to the date of termination.

Termination or Cancellation. (1) The Licence shall continue from Licence Year to Licence Year until ended either by:- (a) You by giving Us one month’s written notice of termination of the This Agreement within fourteen days of shall be in effect from the date on which We have notified You of: hereof and terminate upon termination for any reason of Lilly's rights to sell the Products under the Seragen Agreements, unless sooner terminated as provided below in this Section 5.12 (i) a revision of the Tariff in accordance with clause 6(1) which results in an increase in the Royalty for the Licence Year in which the revision is effective provided that You shall remain liable to pay the proportionate amount of the Royalty for the period up to the date of termination; (ii) any variation of any other provision "Term"). *** Portions of this Agreement (other than page have been omitted pursuant to a variation occasioned by an increase in VAT);request for Confidential Treatment and filed separately with the Commission. (b) Us forthwith on giving Either party shall have the right to terminate this Agreement after 60 days written notice to the other in the event the other party is in material breach of termination this Agreement, unless the other party cures the breach before the expiration of such period of time. Such notice shall set forth in reasonable detail the specifics of the Agreement breach. Without limiting the generality of the foregoing, any failure by Ligand to You if- (i) You shall have failed to pay comply in all material respects with the whole or part of any Royalty in accordance with Part C, para (2) or be in breach of any other term provisions of this Agreement concerning compliance with applicable laws, regulations and then failed to pay the Royalty or, if the rules shall constitute a material breach is remediable, to remedy the breach within fourteen days of the date of a written demand from Us for payment or remedy, as the case may be; (ii) In the case of an individual, You become bankrupt or make an arrangement with Your creditors or cease to carry on business; or in the case of a company or other body corporate You go into receivership, administration or any resolution is passed for Your winding-up, (other than for the purposes of reconstruction and amalgamation) or You make an arrangement with Your creditors or cease to carry on business; or in the case of a partnership or other unincorporated association, You make any arrangement with Your creditors or cease to carry on the business or activities for which You were established or You otherwise become unable to pay Your debts; orthis Agreement by Ligand. (c) either party without cause on giving to the other not less than one calendar month’s written notice to expire at the end of a Licence Period in which it is served orThis Agreement shall be terminated upon termination under Sections 4.3, where the Licence Period covers a period of less than one year4.4, at the end and 4.5 as of the Licence Period following that in which such notice is servedapplicable dates specified therein. (2d) Any notice served by You pursuant to this clause 7 must be served in writing by recorded delivery. (3) The Upon termination of this Agreement howsoever caused shall be without prejudice for any reason, all then accrued rights under purchase orders and invoices issued in compliance with this Agreement, all then accrued rights of Lilly to acquire stock of Ligand under Section 4, the indemnity and recall provisions of Sections 5.10 and 5.11, and any right arising under or by virtue rights either party may then have as a result of any breach of this Agreement accrued by the other party shall survive termination of this Agreement. Upon termination of this Agreement for any reason, and except as provided in the preceding sentence, Ligand shall have no rights to require Lilly to sell the Products to Ligand or otherwise grant to Ligand any license or other rights to the Products or the technology relating thereto, and the parties shall have no obligations to each other under this Agreement. (e) Lilly shall not amend the Seragen Agreements in a manner that would impair Ligand's rights under this agreement without the prior written consent of Ligand. Prior to the date the Products are first sold at any time during the Term in any jurisdiction in the Territory ("First Sale"), Lilly shall not, without Ligand's written consent (which will not be unreasonably withheld), terminate or agree to terminate the Seragen Agreements or take any action which would give rise to a right of terminationtermination by Seragen, except as permitted by this Agreement. Following the First Sale, Lilly shall not, without Ligand's written consent, which can be withheld at its sole discretion, terminate or agree to terminate the Seragen Agreements or take any action which would give rise to a right of termination by Seragen under the Seragen Agreements.

Termination or Cancellation. (1) The Licence shall continue from Licence Year to Licence Year until ended either by:- (a) You by giving Us one month’s written notice of termination of the This Agreement within fourteen days of shall be in effect from the date on which We have notified You of: hereof and terminate upon termination for any reason of Lilly's rights to sell the Products under the Seragen Agreements, unless sooner terminated as provided below in this Section 5.12 (i) a revision of the Tariff in accordance with clause 6(1) which results in an increase in the Royalty for the Licence Year in which the revision is effective provided that You shall remain liable to pay the proportionate amount of the Royalty for the period up to the date of termination; (ii) any variation of any other provision of this Agreement (other than a variation occasioned by an increase in VAT"Term");. (b) Us forthwith on giving Either party shall have the right to terminate this Agreement after 60 days written notice to the other in the event the other party is in material breach of termination this Agreement, unless the other party cures the breach before the expiration of such period of time. Such notice shall set forth in reasonable detail the specifics of the Agreement breach. Without limiting the generality of the foregoing, any failure by Ligand to You if- (i) You shall have failed to pay comply in all material respects with the whole or part of any Royalty in accordance with Part C, para (2) or be in breach of any other term provisions of this Agreement concerning compliance with applicable laws, regulations and then failed to pay the Royalty or, if the rules shall constitute a material breach is remediable, to remedy the breach within fourteen days of the date of a written demand from Us for payment or remedy, as the case may be; (ii) In the case of an individual, You become bankrupt or make an arrangement with Your creditors or cease to carry on business; or in the case of a company or other body corporate You go into receivership, administration or any resolution is passed for Your winding-up, (other than for the purposes of reconstruction and amalgamation) or You make an arrangement with Your creditors or cease to carry on business; or in the case of a partnership or other unincorporated association, You make any arrangement with Your creditors or cease to carry on the business or activities for which You were established or You otherwise become unable to pay Your debts; orthis Agreement by Ligand. (c) either party without cause on giving to the other not less than one calendar month’s written notice to expire at the end of a Licence Period in which it is served orThis Agreement shall be terminated upon termination under Sections 4.3, where the Licence Period covers a period of less than one year4.4, at the end and 4.5 as of the Licence Period following that in which such notice is servedapplicable dates specified therein. (2d) Any notice served by You pursuant to this clause 7 must be served in writing by recorded delivery. (3) The Upon termination of this Agreement howsoever caused shall be without prejudice for any reason, all then accrued rights under purchase orders and invoices issued in compliance with this Agreement, all then accrued rights of Lilly to acquire stock of Ligand under Section 4, the indemnity and recall provisions of Sections 5.10 and 5.11, and any right arising under or by virtue rights either party may then have as a result of any breach of this Agreement accrued by the other party shall survive termination of this Agreement. Upon termination of this Agreement for any reason, and except as provided in the preceding sentence, Ligand shall have no rights to require Lilly to sell the Products to Ligand or otherwise grant to Ligand any license or other rights to the Products or the technology relating thereto, and the parties shall have no obligations to each other under this Agreement. (e) Lilly shall not amend the Seragen Agreements in a manner that would impair Ligand's rights under this agreement without the prior written consent of Ligand. Prior to the date the Products are first sold at any time during the Term in any jurisdiction in the Territory ("First Sale"), Lilly shall not, without Ligand's written consent (which will not be unreasonably withheld), terminate or agree to terminate the Seragen Agreements or take any action which would give rise to a right of terminationtermination by Seragen, except as permitted by this Agreement. Following the First Sale, Lilly shall not, without Ligand's written consent, which can be withheld at its sole discretion, terminate or agree to terminate the Seragen Agreements or take any action which would give rise to a right of termination by Seragen under the Seragen Agreements.

Termination or Cancellation. (1) The Licence shall continue from Licence Year to Licence Year until ended either by:- (a) You Either Party may terminate or cancel this Agreement by giving Us one month’s serving written notice of termination to the other party upon the occurrence of any of the Agreement within fourteen days of the date on which We have notified You offollowing: (i1) a revision Either party is in default of the Tariff in accordance with clause 6(1any provision hereof including, without limitation, any representation, warranty or covenant, and such default is not cured within thirty (30) which results in an increase in the Royalty for the Licence Year in which the revision is effective provided that You shall remain liable to pay the proportionate amount days after receipt of the Royalty for the period up to the date of terminationwritten notice thereof; (ii2) Substantial cessation of the business of marketing the Licensed Product; (3) Either party become insolvent or seeks protection, voluntarily or involuntarily, under any variation bankruptcy law; (4) Either party makes an assignment of its business for the benefit of creditors; (5) Ether party is in default of any other provision of this the terms of the Employment Agreement (other than a variation occasioned by an increase in VAT)which is terminated pursuant to its terms; (b) Us forthwith on giving written notice In the event of any termination or cancellation of this Agreement, Owner may require Licensee to: (1) Immediately destroy or return to Owner all copies of the Agreement Licensed Product in Licensee's possession or control, at Owner's sole discretion if Copyright Transfer Payment was not already made as of the termination date and Licensee has not exercised its right to You if-do so; (i) You shall have failed to pay the whole or part of any Royalty in accordance with Part C, para (2) or be in breach of any other term of this Agreement Cease all further demonstration, marketing, distribution, sale, installation and then failed to pay the Royalty or, if the breach is remediable, to remedy the breach within fourteen days use of the Licensed Product if Copyright Transfer Payment was not already made as of the termination date of a written demand from Us for payment or remedy, as the case may beand Licensee has not exercised its right to do so; (ii) In the case of an individual, You become bankrupt or make an arrangement with Your creditors or cease to carry on business; or in the case of a company or other body corporate You go into receivership, administration or any resolution is passed for Your winding-up, (other than for the purposes of reconstruction and amalgamation) or You make an arrangement with Your creditors or cease to carry on business; or in the case of a partnership or other unincorporated association, You make any arrangement with Your creditors or cease to carry on the business or activities for which You were established or You otherwise become unable to pay Your debts; or (c) either party without cause on giving to In the other not less than one calendar month’s written notice to expire at the end of a Licence Period in which it is served or, where the Licence Period covers a period of less than one year, at the end of the Licence Period following that in which such notice is served. (2) Any notice served by You pursuant to this clause 7 must be served in writing by recorded delivery. (3) The termination of event this Agreement howsoever caused is terminated for any reason, Licensee shall be without prejudice to any right arising under or by virtue of this Agreement accrued prior to pay Owner within thirty (30) days thereof all royalties accruing through the date of termination. (d) The foregoing rights and remedies of the parties shall be cumulative and in addition to all other rights and remedies available to the parties in law and in equity. (e) Notwithstanding anything in this Agreement to the contrary, upon any termination of this license or this Agreement, Licensee shall have the right to acquire the title and copyright to the Licensed Product by electing to pay the Copyright Transfer Payment and other arrangements required at Section 4(b) of this Agreement. Licensee shall have access to all Escrow Items held in Escrow.