Common use of University Right to Terminate Clause in Contracts

University Right to Terminate. University shall have the right (without prejudice to any of its other rights conferred on it by this Agreement or otherwise) to terminate this Agreement if Licensee: (a) is in default in payment of any amount or other consideration or reimbursement required under this Agreement, or is in material default with respect to the making of any reports required under Section 3.7(b) to be made by Licensee or Sublicensees pursuant to this Agreement, and Licensee fails to remedy any such default within thirty (30) days after written notice thereof by University; (b) is in material breach of or materially defaults with respect to any other provision of this Agreement, including failing to meet any requirement under Section 3.12, and Licensee fails to remedy any such breach or default within forty-five (45) days after written notice thereof by University; (c) is in material breach of or materially defaults with respect to any other obligations that Licensee has to University under any other agreement between Licensee and University, and Licensee fails to remedy any such breach or default within forty-five (45) days after written notice thereof by University (the University acknowledges that as of the Effective Date, there is no agreement between Licensee and University, other than this Agreement); (d) makes any materially false report and such termination shall be upon University’s thirty (30) days prior written notice to Licensee of a materially false report unless Licensee submits a corrected report by the end of such thirty (30) day period; (e) commences a voluntary case as a debtor under the Bankruptcy Code of the United States or any successor statute (the “Bankruptcy Code”), or if an involuntary case is commenced against Licensee under the Bankruptcy Code, or if an order for relief shall be entered in such case, or if the same or any similar circumstance shall occur under the laws of any foreign jurisdiction and Licensee fails to vacate or have such case dismissed within thirty days of filing; or (f) takes any action that purports to cause any Patent Rights or Technical Information to be subject to any liens or encumbrances, and fails to cause such purported lien or encumbrance to be removed within 30 days after notice from the University (however, for the avoidance of doubt, Licensee shall be free to cause its rights under this Agreement to become subject to liens or encumbrances, and the foregoing termination right shall not apply with respect thereto).

University Right to Terminate. University shall have the right (without prejudice to any of its other rights conferred on it by this Agreement or otherwise) to terminate this Agreement if Licensee: (a) is in default in payment of any amount or other consideration or reimbursement required under this Agreement, or is in material default with respect to the making of any reports required under Section 3.7(b) to be made by Licensee or Sublicensees pursuant to this Agreement, and Licensee fails to remedy any such default within thirty (30) days after written notice thereof by University; (b) is in material breach of or materially defaults with respect to any other provision of this Agreement, including failing to meet any requirement under Section 3.12, and Licensee fails to remedy any such breach or default within forty-five (45) days after written notice thereof by University; (b) materially breaches any part of Section 2 or Section 5.4 and Licensee fails to remedy any such breach within twenty (20) days after written notice thereof by University; (c) is in material breach of or materially defaults with respect to any provision of this Agreement other obligations that Licensee has than (a) above (including but not limited to University under any other agreement between Licensee and University, milestones) and Licensee fails to remedy any such breach or default within fortyseventy-five (4575) days after written notice thereof by University (the University acknowledges that as of the Effective Date, there is no agreement between Licensee and University, other than this Agreement); (d) files any action to challenge any of University’s rights in the Technology, and such termination shall be immediate upon the filing of such action; (e) intentionally makes any materially false report and such termination shall be immediate upon University’s thirty (30) days prior written notice to Licensee of a materially false report unless Licensee submits a corrected report by the end of such thirty (30) day periodnotice; (ef) commences a voluntary case as a debtor under the Bankruptcy Code of the United States or any successor statute (the “Bankruptcy Code”), or if an involuntary case is commenced against Licensee under the Bankruptcy CodeCode and the petition in such case is not dismissed within sixty (60) days of the commencement of the case, or if an order for relief shall be entered in such case, or if the same or any similar circumstance shall occur under the laws of any foreign jurisdiction and Licensee fails to vacate or have such case dismissed within thirty days of filingjurisdiction; or (fg) takes fails to achieve a milestones set forth in Section 3.11(a) within ninety (90) days after written notice thereof by University. (h) fails to receive revenues for the sale or license or other distribution of Licensed Products in each country in the Territory during any action twelve (12) month period after first commercial sale of a Licensed Product in such country. Such termination under this Section 7.1(h) shall be on a country-by-country basis; provided, however, that purports the University shall not have the right to cause any Patent Rights or Technical Information terminate this Agreement under this Section 7.1(h) if after the twelve-month period set forth above, Acuity shall be using its commercially reasonable efforts to be subject bring new Licensed Products to any liens or encumbrancesmarket within the Licensed Field in the United States and other large markets in the Territory pursuant to an IND that has been filed prior to the end of the twelve-month period referenced above. At the election of University exercised in its sole discretion by written notice to Licensee, and fails to cause such purported lien or encumbrance to be removed within 30 days after notice from in lieu of terminating this Agreement, University may either (i) declare the University (however, for the avoidance of doubt, Licensee shall be free to cause its license rights granted under this Agreement to become subject Licensee to liens or encumbrancesbe non-exclusive, and grant to such third parties any and all additional non-exclusive rights to the foregoing termination right Technology as the University shall not apply with respect thereto)determine in its sole discretion, or (ii) otherwise continue the rights of Licensee under this Agreement on such other terms and conditions as University shall determine in its sole discretion.