Termination by BDSI Clause Samples

Termination by BDSI. Subject to Section 13.07, BDSI may, by written notice to Purdue, terminate this Agreement: (a) upon the failure by Purdue to pay the license fee pursuant to Section 3.01 within the time period set forth therein; (b) upon the failure by Purdue on *** occasions to pay any amount overdue under this Agreement within *** from receipt of a written notice thereof to Purdue from BDSI (with respect to any amounts due under this Agreement pursuant to an invoice to be sent by BDSI, the first such invoice shall not be deemed “notice” for purposes of this paragraph), provided that any failure to pay resulting from any Third Party delays with respect to the transfer of funds from Purdue to BDSI that are out of the reasonable control of Purdue and its Affiliates (such as bank transfer delays) shall not constitute a “failure to pay” for purposes of this clause (b); or (c) in the event the First Commercial Sale of a Licensed Product hereunder does not occur by the date nine (9) months from Marketing Authorization Transfer, provided that, to the extent that Purdue can reasonably demonstrate that manufacturing or supply delays outside of Purdue’s, its Affiliates’, and Sublicensees’ reasonable control prevented the First Commercial Sale from occurring by such date, such date shall be automatically extended by an amount equal to the extent of such manufacturing or supply delays.

Termination by BDSI. BDSI may, by written notice to Meda, terminate this Agreement prior to the expiration of this Agreement upon the occurrence of the following: (a) Upon or after the breach of any material provision of this Agreement by Meda (other than a failure to pay by Meda, which is addressed in Section 13.3(b) below), if Meda has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by BDSI, provided that, notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.3(b) without providing the aforementioned opportunity to cure; and (b) Upon the failure by Meda to pay any amount in excess of *** under this Agreement or the License Agreement within *** from receipt of a second written notice thereof from BDSI (with respect to products supplied under this Agreement, the invoice accompanying such products or otherwise provided in conjunction with their shipment shall not be deemed the first “notice” for purposes of this paragraph), with a copy of such second notice to be provided to ***. If any payment, or portion thereof, is the subject of a good faith dispute (a “Disputed Amount”) between Meda and BDSI, BDSI shall not be entitled to terminate this Agreement with respect to any failure by Meda to pay the Disputed Amount until such dispute has been resolved by the parties (including, if necessary, pursuant to any arbitration under Section 16.3).

Termination by BDSI. BDSI may, by written notice to Meda, terminate this Agreement upon the occurrence of any of the following: (a) Upon the failure by Meda to pay the license fee pursuant to Section 3.01. (b) On a country by country basis upon the loss, revocation, suspension, termination, or expiration of Meda’s license to sell narcotics in any country in the Territory, if Meda fails to take the actions necessary to reinstate such license within sixty (60) days of such loss, revocation, suspension, termination, or expiration, or any material breach of Section 11.04 which is not remedied within sixty (60) days thereof. If such loss, revocation, suspension, termination, or expiration of Meda’s license to sell narcotics occurs simultaneously in three (3) of the following countries, ***, BDSI may terminate the license ***. (c) Upon or after the breach of any material provision of the Supply Agreement by Meda (other than a failure to pay by Meda, which is addressed in Section 13.03(d) below), if Meda has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by the non-breaching Party, provided that, notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.03(d) without providing the aforementioned opportunity to cure. (d) Upon the failure by Meda to pay any amount in excess of US$*** under this Agreement or the Supply Agreement within *** from receipt of a second written notice (as given pursuant to Section 14.06 hereof) thereof from BDSI (with respect to products supplied under the Supply Agreement, the invoice accompanying such products or otherwise provided in conjunction with their shipment shall not be deemed the first “notice” for purposes of this paragraph), with a copy of such second notice (as given pursuant to Section 14.06 hereof) to Meda´s CEO at the address referenced in Section 14.06. If any payment, or portion thereof, due under this Agreement is the subject of a reasonable good faith dispute (a “Disputed Amount”) between Meda and BDSI, BDSI shall not be entitled to terminate this Agreement with respect to any failure by Meda to pay the Disputed Amount until such dispute has been resolved by the parties (including, if necessary, pursuant to any arbitration under Section 14.03). (e) Upon the occurrence of any material misrepresentation or omission in any Royalty Statement, which misrepresentation or omission is caused by Meda’s willful misconduct, gross neglig...