REVERSION EVENT Clause Samples
A Reversion Event clause defines the circumstances under which certain rights, property, or interests revert back to the original owner or grantor. Typically, this clause is triggered if specific conditions are not met, such as the failure to achieve a milestone, the expiration of a license, or the termination of an agreement. Its core practical function is to protect the original party’s interests by ensuring that assets or rights are returned if the agreed-upon terms are not fulfilled, thereby mitigating risk and clarifying the consequences of non-performance.
REVERSION EVENT. A REVERSION EVENT will be deemed to have occurred if:
(i) MEDIMMUNE is required by a REGULATORY AUTHORITY in any country in the MAJOR MARKETS to discontinue due to a safety concern or other reason beyond the control of MEDIMMUNE, the development of NUMAX prior to obtaining REGULATORY APPROVAL for NUMAX in such country; provided, however, that, a suspension of development activities for the purpose of redesigning the protocols in response to a regulatory request or action shall not be considered a discontinuation of development for purposes of this subsection;
(ii) the PARTIES mutually agree in writing that the development of NUMAX should be discontinued prior to the filing for REGULATORY APPROVAL of NUMAX in any country in the MAJOR MARKET due to material adverse deviations from the anticipated safety profile for NUMAX that arise or become known to either PARTY after the EFFECTIVE DATE;
(iii) [***]: (A) NUMAX has not received REGULATORY APPROVAL in at least [***] of the MAJOR MARKETS, and (B) all pivotal clinical trials for NUMAX in all countries of the MAJOR MARKETS, including but not limited to the PHASE III CLINICAL TRIAL, have been terminated;
(iv) the PHASE III CLINICAL TRIAL is stopped voluntarily by MEDIMMUNE; provided, however, that, a suspension of the PHASE III CLINICAL TRIAL for the purpose of redesigning the protocols in response to a regulatory request or action shall not be considered a stoppage of the PHASE III CLINICAL TRIAL for purposes of this subsection;
(v) the PHASE III CLINICAL TRIAL is (A) permanently discontinued or (B) suspended and reasonably estimated to be delayed for more than [***] from the date of suspension as a result of action or inaction by a THIRD PARTY or by MEDIMMUNE, in either case as a result of gross negligence or willful misconduct by MEDIMMUNE in the execution of (but not the design, analysis, interpretation or any other aspect of) the PHASE III CLINICAL TRIAL (e.g., for failure to pay the necessary clinical research organization(s) to complete the trial). Notwithstanding the foregoing, in the event that the PHASE III CLINICAL TRIAL is ongoing on or after [***] and NUMAX has not been approved in at least [***] of the MAJOR MARKETS, then at any time after [***], subject to the limitation in Section 3.4(b), ▇▇▇▇▇▇ shall have the sole discretion to declare a REVERSION EVENT upon ninety (90) days written notice to MEDIMMUNE. With respect to Section 3.2(a)(v) above, a REVERSION EVENT shall only be deemed to have occurr...
REVERSION EVENT. If there is a Reversion Event, then, in addition to the termination effects set forth below, if (i) the circumstances that caused the Reversion Event are not cured by AG.C▇▇ ▇▇▇hin 90 days of notice from AG and (ii) AG so elects by written notice to AG.C▇▇, ▇▇en all licenses granted to AG.C▇▇ hereunder (other than the license to the Group 2B Trademarks) will terminate at the end of twelve (12) months after the notice of election from AG.
REVERSION EVENT. Unless the Company has been earlier liquidated or been dissolved and if none of the Bloom Shares have been sold or no action has been taken to commence such sale despite the best efforts of the Company, the Class B Membership Interests will automatically be exchanged for an equal number of Class A Membership Interests on the date that is 40 Business Days after the date the Class B Membership Interests are issued (as extended to the extent necessary if additional approvals or filings need to be completed) after the date of the Conversion Event contemplated by clause (v) below (the “Reversion Date”), except for causes beyond the control of any party to this Agreement including the suspension of trading of the Bloom Shares, in which event the days during which such causes are ongoing shall not be counted towards the Reversion Date (such exchange, the “Reversion Event”). As a result therefor, Schedule A will be adjusted accordingly.
REVERSION EVENT. If a conversion event occurs, then in addition to the winding-up effects listed below, if (i) the circumstances that caused the event of the reversion do not heal ▇▇.▇▇▇ within 90 days of the notice ag and (ii) AG, so elect by written notice ▇▇.▇▇▇, u tu ▇▇.▇▇▇ license (I licensed for group 2B trademarks) is shut down at the end of 12 (12) months after the proclamation of the election of the AG.
REVERSION EVENT. Unless the Company has been earlier liquidated or been dissolved and if none of the Bloom Shares have been sold or no action has been taken to commence such sale despite the best efforts of the Company, the Class B Membership Interests will automatically be exchanged for an equal number of Class A Membership Interests on the date that is 40 Business Days after the date the Class B Membership Interests are issued (as extended to the extent necessary if additional approvals or filings need to be completed) after the date of the Conversion Event contemplated by clause (v) below (the “Reversion Date”), except for causes beyond the control of any party to this Agreement including the suspension of trading of the Bloom Shares, in which event the days during which such causes are ongoing shall not be counted towards the Reversion Date (such exchange, the “Reversion Event”). As a result therefor, Schedule A will be adjusted accordingly.