RECIPIENT Default. Any of the following constitutes an “Event of Default” of Recipient:
RECIPIENT Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Section D3.02, and RECIPIENT fails within sixty (60) days of such notice either: (a) to cure such failure, or in the event that such failure cannot be reasonably cured within such 60-day period, to provide to INSTITUTE a plan to cure such failure that INSTITUTE deems acceptable, (b) to provide written notice to the INSTITUTE that such failure was due to material safety concerns, or (c) to provide proper notice pursuant to Section 3.06, then without further action on the part of the RECIPIENT or INSTITUTE, the RECIPIENT shall be deemed to have provided the INSTITUTE the complete, written notice of its cessation of efforts as described in Section 3.06, and the INSTITUTE shall be free to exercise its rights under Section 3.06.
RECIPIENT Default. Recipient will be in default under this Agreement upon the occurrence of any of the following events:
RECIPIENT Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Sections D1.03 or D3.02 with respect to any particular Project Results, and RECIPIENT fails to cure such failure within thirty (30) days of such notice, then the INSTITUTE shall have the right, but not the obligation, to direct the filing, prosecution and maintenance of patents covering the applicable Institute-Funded Inventions and/or to commercialize or otherwise bring to practical application the applicable Project Results, on its own behalf and at its own cost, either directly or through one or more licensees. If the INSTITUTE elects to exercise such option, it shall notify the RECIPIENT in writing of such election and RECIPIENT shall thereafter comply with the terms of Section D5.03.
RECIPIENT Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Sections D1.03 or D3.02 with respect to any particular Project Results, and RECIPIENT fails to cure such failure within [***] of such notice, then the INSTITUTE shall have the option, but not the obligation, to direct the filing, prosecution and maintenance of patents covering the applicable Institute-Funded Inventions and/or to [***], at its own cost, either directly or through one or more licensees. If the INSTITUTE elects to exercise such option, it shall notify the RECIPIENT in writing of such election and RECIPIENT shall thereafter comply with the terms of Section D5.03.
RECIPIENT Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Section D3.02, and RECIPIENT fails within [***] of such notice either: (a) to cure such failure, or in the event that such failure cannot be reasonably cured within such [***] period, to provide to INSTITUTE a plan to cure such failure that INSTITUTE deems acceptable, (b) to provide written notice to the INSTITUTE that such failure was due to material safety concerns, or (c) to provide proper notice pursuant to Section 3.06, then without further action on the part of the RECIPIENT or INSTITUTE, the RECIPIENT shall be deemed to have provided the INSTITUTE the complete, written notice of its cessation of efforts as described in Section 3.06, and the INSTITUTE shall be free to exercise its rights under Section 3.06. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
RECIPIENT Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Section D3.02, and RECIPIENT fails within [***] of such notice either: (a) to cure such failure, or in the event that such failure cannot be reasonably cured within such [***] period, to provide to INSTITUTE a plan to cure such failure that INSTITUTE deems acceptable, (b) to provide written notice to the INSTITUTE that such failure was due to material safety concerns, or (c) to provide proper notice pursuant to Section D3.06, then without further action on the part of the RECIPIENT or INSTITUTE, the RECIPIENT shall be deemed to have provided the INSTITUTE the complete, written notice of its cessation of efforts as described in Section D3.06, and the INSTITUTE shall be free to exercise its rights under Section D3.06. (N) In Part 5, Section D5.03, delete this section in its entirety and replace with the following amended Section D5.03, as shown below: Section D5.03 RECIPIENT Cooperation upon Opt-Out or Default. In the event that the INSTITUTE exercises any of its rights under Section D5.01 or D5.02, the RECIPIENT shall: (1) subject to [***], transfer and assign, and does hereby assign, all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE or the INSTITUTE’s designee, to the maximum extent allowed by law, including where relevant and necessary to facilitate the foregoing transfer, requesting and diligently attempting to obtain any approvals required by law or otherwise in relation to such transfer, and subject to [***], hereby grants to the INSTITUTE a non-exclusive, royalty-free, perpetual, fully transferable and sublicensable license under any Institute-Funded Technology and Necessary Additional IPR to Exploit the Institute-Funded IPR and Institute-Funded Technology for the development, manufacture and sale of Commercial Products and Commercial Services and for all other purposes reasonably related thereto; (2) to the extent that RECIPIENT is unable to transfer all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE as specified in Section D5.03(1), and subject to [***], RECIPIENT hereby grants to the INSTITUTE an exclusive, royalty-free, perpetual, fully transferable and sublicensable license under the applicable Institute-Funded IPR to Exploit the applicable Institute-Funded IPR and Institute-Funded Technology for the development, manuf...
RECIPIENT Default. (a) An “
RECIPIENT Default. GRA may end this agreement immediately if the Recipient Parties:
RECIPIENT Default. (a)An “Event of Default” shall exist with respect to a Recipient alone (and not, for the avoidance of doubt, with respect to the other Recipient unless such other Recipient is independently in default hereunder) if such Recipient shall (i), unless subject to a good faith dispute, fail to make any monetary payment required under this Agreement on or before the due date recited herein and such failure continues for thirty (30) days after written notice from Parent specifying such failure, (ii) fail to perform or comply with, in any material respect, any of the other covenants, agreements, terms or conditions contained in this Agreement applicable to such Recipient and such failure shall continue for a period of thirty (30) days after written notice thereof from Employer or Parent to such Recipient specifying in reasonable detail the nature of such failure, or, if such failure is of a nature that it cannot, with due diligence and good faith, be cured within thirty (30) days, if such Recipient fails to proceed promptly and with all due diligence and in good faith to cure the same and thereafter to prosecute the curing of such failure to completion with all due diligence within ninety (90) days thereafter or (iii) consummate a Change of Control Transaction. (b)A “Change of Control Transaction” shall mean with respect to any Recipient any transaction or series of transactions (as a result of a reorganization, merger, consolidation or otherwise) that results in, or that is in connection with, (i) any person or group, except any investment fund or funds Affiliated with Apollo Global Management, LLC or any of its respective Affiliates (collectively, “Apollo”), acquiring beneficial ownership, directly or indirectly, of a majority of the then issued and outstanding equity of such Recipient or (ii) the sale, lease, exchange, conveyance, transfer or other disposition (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of such Recipient and its Subsidiaries to any person or group (including any liquidation, dissolution or winding up of the affairs of such Recipient, or any other distribution made, in connection therewith), except Apollo or any of its respective Affiliates. 9.04
