Replacement Servicer. The Company may be terminated by Buyer as Servicer hereunder, and the Company may resign as Servicer hereunder, and in each case the Company may be replaced with a new Servicer by Buyer, following the occurrence of any of the following: (a) as to either termination by Buyer or resignation by the Company, after the Option Expiration Date; (b) as to termination by Buyer only, an Insolvency Event or Change of Control of the Company; (c) as to termination by Buyer only, a Company Trigger Event; or (d) as to termination by Buyer only, at any time if the Company fails to perform any of the services set forth in Sections 5.01 or 5.02. Termination of the Company as Servicer under this Section 5.03 shall be immediately effective upon notice by Buyer to the Company, and resignation of the Company as Servicer under this Section 5.03 shall be effective upon the date that is thirty (30) days following notice by the Company to Buyer. Termination of the Company as Servicer hereunder shall be without prejudice to any rights of Buyer that may have accrued through such date. In the event that the Company is terminated as Servicer, (i) a replacement Servicer may be appointed by Buyer, (ii) the Company shall cooperate reasonably with Buyer and any replacement Servicer designated by Buyer, to transfer any information and materials to such replacement Servicer, and (iii) if requested by the Company, Buyer shall enforce, cause the replacement Servicer to enforce, or grant to the Company the right to enforce against Licensee any payment obligations other than the Royalty, at the Company’s direction and at the Company’s sole cost and expense.
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Replacement Servicer. The Company may be terminated by Buyer ▇▇▇▇▇ as Servicer hereunder, and the Company may resign as Servicer hereunder, and in each case the Company may be replaced with a new Servicer by Buyer▇▇▇▇▇, following the occurrence of any of the following:
(a) as to either termination by Buyer ▇▇▇▇▇ or resignation by the Company, after the Option Expiration Date;
(b) as to termination by Buyer ▇▇▇▇▇ only, an Insolvency Event or Change of Control of the Company;
(c) as to termination by Buyer only, a Company Trigger Event; or
(d) as to termination by Buyer ▇▇▇▇▇ only, at any time if the Company fails to perform any of the services set forth in Sections 5.01 or 5.02. Termination of the Company as Servicer under this Section 5.03 shall be immediately effective upon notice by Buyer ▇▇▇▇▇ to the Company, and resignation of the Company as Servicer under this Section 5.03 shall be effective upon the date that is thirty (30) days following notice by the Company to Buyer. Termination of the Company as Servicer hereunder shall be without prejudice to any rights of Buyer that may have accrued through such date. In the event that the Company is terminated as Servicer, (i) a replacement Servicer may be appointed by Buyer, (ii) the Company shall cooperate reasonably with Buyer and any replacement Servicer designated by Buyer, to transfer any information and materials to such replacement Servicer, and (iii) if requested by the Company, Buyer shall enforce, cause the replacement Servicer to enforce, or grant to the Company the right to enforce against Licensee any payment obligations other than the Royalty, at the Company’s direction and at the Company’s sole cost and expense.
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Sources: Funding Agreement (MEI Pharma, Inc.)