Common use of Termination by UABRF Clause in Contracts

Termination by UABRF. UABRF shall have the right to immediately terminate this Agreement upon the occurrence of any one or more of the following events: (a) if the Licensee is in material default of any provision of this Agreement or its obligations under this Agreement and such default has not been remedied within [*****] after receipt of a notice to cure from UABRF; (b) if the Licensee fails to make a payment due under this Agreement and fails to cure such non-payment within [*****] of receipt of a non-payment notice from UABRF; (c) if the Licensee fails to diligently undertake development and commercialization activities as set forth in the Development and Commercialization Plan, provided however, Licensee shall be deemed to have demonstrated sufficient diligence through [*****] or [*****], and [*****] in accordance with [*****]; (d) if an examination by UABRF pursuant to Section 6.2 shows an underreporting or underpayment by the Licensee in excess of [*****] of any amounts due to UABRF under this Agreement in any [*****] period, provided however, any disputed reporting or payment obligations by Licensee shall not be considered a breach of this provision; (e) if the Licensee, any of its Affiliates, any Sublicensee, or any Third Party at the written urging of any of these parties brings a Patent Challenge under Section 7.7 of this Agreement; (f) if the Licensee, any of its Affiliates, any Sublicensee, or any Third Party at the written urging of any of these parties issues a press release, public announcement, or news release alleging invalidity or unenforceability of any Licensed Patent; or (g) if the Licensee shall become insolvent, shall make an assignment for the benefit of its creditors, or shall have a petition in bankruptcy filed for or against it.

Termination by UABRF. UABRF shall have the right to immediately terminate this Agreement upon the occurrence of any one or more of the following events: (a) if the Licensee is in material default of any provision of this Agreement or its obligations under this Agreement and such default has not been remedied within [*****] after receipt of a notice to cure from UABRF; (b) if upon the occurrence of the third separate default by the Licensee fails within any consecutive [**] period for failure to make a payment payments when due under this Agreement and fails to cure such non-payment within [*****] of receipt of a non-payment notice from UABRFAgreement; (c) if the Licensee fails to diligently undertake meet any of the development and commercialization activities as milestones set forth in the Development and Commercialization Plan, provided however, Licensee shall be deemed to have demonstrated sufficient diligence through [*****] or [*****], and [*****] in accordance with [*****]; (d) if by the end of the third (3rd) calendar year after the First Commercial Sale occurred, [**] of the minimum royalty payment described in Section 5.8 of this Agreement due in that calendar year is not originating from Net Sales; (e) if an examination by UABRF pursuant to Section 6.2 shows an underreporting or underpayment by the Licensee in excess of [*****] of any amounts due to UABRF under this Agreement in any [*****] twelve (12) month period, provided however, any disputed reporting or payment obligations by Licensee shall not be considered a breach of this provision; (e) if the Licensee, any of its Affiliates, any Sublicensee, or any Third Party at the written urging of any of these parties brings a Patent Challenge under Section 7.7 of this Agreement; (f) if the LicenseeLicensee is convicted of a felony (or similar crime in a jurisdiction outside of the United States) relating to the manufacture, any use or sale of its Affiliates, any Sublicensee, or any Third Party at the written urging of any of these parties issues a press release, public announcement, or news release alleging invalidity or unenforceability of any Licensed PatentProduct; or (g) if the Licensee shall become insolvent, shall make an assignment for the benefit of its creditors, or shall have a petition in bankruptcy filed for or against it, which has not been discharged, stayed or dismissed within [**] thereafter; or (h) if the Licensee disclaims payment of all Procurement Expenses.