Common use of TERMINATION OR MODIFICATION Clause in Contracts

TERMINATION OR MODIFICATION. 19.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH of a provision of the AGREEMENT. 19.4 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) days written notice to LICENSOR. 19.5 This AGREEMENT may be terminated by LICENSOR if: (a) LICENSOR determines that LICENSEE has failed or will fail to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and substantially manufacture the LICENSED INVENTION in the United States as provided by Section 6.1 (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE VII and VIII. (e) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (f) LICENSEE commits a BREACH of a covenant contained in this AGREEMENT. 19.6 LICENSOR may terminate this AGREEMENT if LICENSEE becomes “INSOLVENT.” LICENSEE must notify LICENSOR within thirty (30) days after becoming INSOLVENT. LICENSEE’S failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.

TERMINATION OR MODIFICATION. 19.1 18.1 The PARTIES may terminate or modify this AGREEMENT Agreement by mutual consent upon such terms as they may agree in writing. 19.2 18.2 Either PARTY may terminate this AGREEMENT Agreement by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 18.3 Either PARTY may terminate this AGREEMENT Agreement upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT Agreement or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH of a provision of the AGREEMENTAgreement. 19.4 18.4 LICENSEE may prospectively terminate this AGREEMENT Agreement upon ninety (90) days written notice to LICENSOR. 19.5 18.5 This AGREEMENT Agreement may be terminated by LICENSOR if: (a) LICENSOR determines that LICENSEE has failed or will fail to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION INVENTION(S) as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail either to reduce to practice and or to substantially manufacture the LICENSED INVENTION INVENTION(S) in the United States as provided by Section 6.1 (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTIONINVENTION(S). (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE ARTICLES VII and VIII. (e) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (f) LICENSEE commits a MATERIAL BREACH of a covenant contained in this AGREEMENTAgreement. 19.6 18.6 LICENSOR may terminate this AGREEMENT Agreement if LICENSEE becomes “INSOLVENT.” LICENSEE must notify LICENSOR within thirty (30) days after becoming INSOLVENT. LICENSEE’S failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 18.7 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT Agreement upon receiving notice of intention to file. LICENSEE’S ’s filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.

TERMINATION OR MODIFICATION. 19.1 18.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 18.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1ARTICLE IV. 19.3 18.3 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH breach of a provision of the AGREEMENT. 19.4 18.4 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) days written notice to LICENSOR. 19.5 18.5 This AGREEMENT may be terminated by LICENSOR if: (a) LICENSOR determines that LICENSEE has failed or will fail to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and or substantially manufacture the LICENSED INVENTION in the United States as provided by Section 6.1. (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE ARTICLES VII and VIII. (e) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (f) LICENSEE commits a BREACH of a covenant contained in this AGREEMENT. 19.6 18.6 LICENSOR may terminate this AGREEMENT if LICENSEE becomes “INSOLVENT.” . LICENSEE must notify LICENSOR within thirty (30) days after becoming INSOLVENT. LICENSEE’S ’s failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 18.7 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S ’s filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.

TERMINATION OR MODIFICATION. 19.1 16.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH of a provision of the AGREEMENT. 19.4 16.2 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) calendar days written notice to LICENSOR. Unless otherwise agreed to by the PARTIES in accordance with Section 16.1, such prospective termination will become effective ninety (90) calendar days after the effective date of the notice as determined in accordance with Section 13.1. 19.5 16.3 This AGREEMENT may be terminated by LICENSOR LICENSOR, in whole or in part, if: (a) LICENSOR determines that LICENSEE has failed or will fail to meet milestones in accordance with the schedule set forth in the APPENDIX to this AGREEMENT and incorporated into this AGREEMENT, or to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V.5. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and or substantially manufacture the LICENSED INVENTION in the United States as provided by Section article 6.1. (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE VII ARTICLES 7 and VIII8. (ed) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (e) The LICENSEE has willfully made a false statement of or willfully omitted a material fact in the license application or in any report required by this AGREEMENT. (f) The LICENSEE has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this AGREEMENT. (g) LICENSEE commits a BREACH breach of a covenant contained in this AGREEMENT. 19.6 LICENSOR may terminate this AGREEMENT if (h) LICENSEE becomes “INSOLVENTinsolvent or has ceased to pay debts including royalty payments.” LICENSEE must notify LICENSOR within thirty (30) days after becoming INSOLVENT. LICENSEE’S failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.

TERMINATION OR MODIFICATION. 19.1 18.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 18.2 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH breach of a provision of the AGREEMENT. 19.4 18.3 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) calendar days written notice to LICENSOR. Unless otherwise agreed to by the PARTIES in accordance with Section 18.1, such prospective termination will become effective ninety (90) calendar days after the effective date of the notice as determined in accordance with Section 16.1. 19.5 18.4 This AGREEMENT may be terminated by LICENSOR LICENSOR, in whole or in part, if: (a) LICENSOR determines that LICENSEE has failed or will fail to meet milestones in accordance with the schedule set forth in the APPENDIX to this AGREEMENT and incorporated into this AGREEMENT, or to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and or substantially manufacture the LICENSED INVENTION in the United States as provided by Section 6.1. (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE ARTICLES VII and VIII. (ed) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (fe) LICENSEE commits a BREACH of a covenant contained in this AGREEMENT. 19.6 18.5 LICENSOR may terminate this AGREEMENT if LICENSEE becomes “INSOLVENT.” . LICENSEE must notify LICENSOR within thirty (30) calendar days after becoming INSOLVENT. LICENSEE’S ’s failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 18.6 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.

TERMINATION OR MODIFICATION. 19.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH breach of a provision of the AGREEMENT. 19.4 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) days written notice to LICENSOR. 19.5 This AGREEMENT may be terminated by LICENSOR if: (a) LICENSOR determines that LICENSEE has failed or will fail to achieve or and maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and substantially manufacture the LICENSED INVENTION in the United States as provided by Section 6.15. (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or and submit reports as provided by ARTICLE VII and VIII. (e) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (f) LICENSEE commits a BREACH of a covenant contained in this AGREEMENT. 19.6 LICENSOR may terminate this AGREEMENT if LICENSEE becomes “"INSOLVENT.” " LICENSEE must notify LICENSOR within thirty (30) days after becoming INSOLVENT. LICENSEE’S 's failure to conform to this requirement shall be deemed a MATERIALmaterial, incurable BREACHbreach. 19.7 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S 's filing without conforming to this requirement shall be deemed a MATERIALmaterial, pre-petition incurable BREACHbreach.

TERMINATION OR MODIFICATION. 19.1 The PARTIES may terminate or modify this AGREEMENT by mutual consent upon such terms as they may agree in writing. 19.2 Either PARTY may terminate this AGREEMENT by failing to extend the LICENSE TERM, if an extension is provided for in Section 4.1. 19.3 Either PARTY may terminate this AGREEMENT upon the discovery by one PARTY of any intentional MATERIAL false statement or misrepresentation made or submitted by the other PARTY which BREACHES any obligation under the terms of this AGREEMENT or upon the discovery by one PARTY that the other PARTY has committed a MATERIAL BREACH breach of a provision of the AGREEMENT. 19.4 19.3 LICENSEE may prospectively terminate this AGREEMENT upon ninety (90) calendar days written notice to LICENSOR. Unless otherwise agreed to by the PARTIES in accordance with Section 19.1, such prospective termination will become effective ninety (90) calendar days after the effective date of the notice as determined in accordance with Section 16.1. 19.5 19.4 This AGREEMENT may be terminated by LICENSOR LICENSOR, in whole or in part, if: (a) LICENSOR determines that LICENSEE has failed or will fail to meet milestones in accordance with the schedule set forth in the APPENDIX to this AGREEMENT and incorporated into this AGREEMENT, or to achieve or maintain PRACTICAL APPLICATION of the LICENSED INVENTION as provided by ARTICLE V. (b) LICENSOR determines that LICENSEE has failed or will fail to reduce to practice and or substantially manufacture the LICENSED INVENTION in the United States as provided by Section 6.1. (c) LICENSOR determines that LICENSEE has failed or will fail to meet market demand for the LICENSED INVENTION. (d) LICENSEE fails to pay royalties or submit reports as provided by ARTICLE ARTICLES VII and VIII. (e) LICENSOR determines that such action is necessary to meet the requirements for public use specified by Federal regulations issued after the date of the license and such requirements are not reasonably satisfied by LICENSEE. (f) LICENSEE commits a BREACH of a covenant contained in this AGREEMENT. 19.6 19.5 LICENSOR may terminate this AGREEMENT if LICENSEE becomes “INSOLVENT.” . LICENSEE must notify LICENSOR within thirty (30) calendar days after becoming INSOLVENT. LICENSEE’S ’s failure to conform to this requirement shall be deemed a MATERIAL, incurable BREACH. 19.7 19.6 LICENSEE must promptly inform LICENSOR of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. LICENSOR may terminate this AGREEMENT upon receiving notice of intention to file. LICENSEE’S ’s filing without conforming to this requirement shall be deemed a MATERIAL, pre-petition incurable BREACH.