Termination/Step-Down Sample Clauses
A Termination/Step-Down clause defines the conditions under which a contract or specific obligations within it may be ended early or have their terms reduced over time. Typically, this clause outlines specific events, timeframes, or milestones that trigger either the full termination of the agreement or a reduction in the parties' responsibilities, such as a phased decrease in payment obligations or service levels. Its core practical function is to provide flexibility and risk management by allowing parties to adjust or exit the agreement in response to changing circumstances, thereby preventing ongoing commitments that may no longer be appropriate or necessary.
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Termination/Step-Down. Notwithstanding the foregoing, Company’s obligation to pay royalties under Section 2.1 and 2.2 for a Company Product shall terminate on a country-by-country basis upon the later of (i) the date that is the twelfth (12th) anniversary of the first commercial sale of that Company Product in such country, and (ii) the expiration of the last to expire valid patent claim of any Pre-Acquisition IP (other than Post-IPO IP) covering such Company Product in such country (the “Royalty Term”). If the Royalty Term pursuant to clause (i) of this Section 2.3 exceeds the Royalty Term pursuant to clause (ii), the royalty rates under Sections 2.1 and 2.2 shall each be reduced by [***]% for the remainder of the Royalty Term, such that the new royalty rates under Section 2.1 and 2.2 shall be [***]% each for the remainder of the Royalty Term. If MPM Oncology Impact Management GP, LP ceases for any reason to serve as the general partner for the OIF Management, then this Agreement shall terminate immediately.
Termination/Step-Down. Notwithstanding the foregoing, Company’s obligation to pay royalties under Sections 2.1 and 2.2 for a Company Product shall terminate on a country-by- country basis upon the later of (i) the date that is the twelfth (12th) anniversary of the first commercial sale of that Company Product in such country, and (ii) the expiration of the last to expire issued patent claim of any Pre-Acquisition IP (other than Post-IPO IP) covering the composition or use of such Company Product in such country (the “Royalty Term”). If the Royalty Term pursuant to clause (i) of this Section 2.3 exceeds the Royalty Term pursuant to clause (ii), the royalty rates under Sections 2.1 and 2.2 shall each be reduced by fifty percent (50%) for the remainder of the Royalty Term, such that the new royalty rates under Section 2.1 and 2.2 shall be 0.25% each for the remainder of the Royalty Term.
Termination/Step-Down. Notwithstanding the foregoing, Company’s obligation to pay royalties under Sections 2.1 and 2.2 for a Company Product shall terminate on a country-by-country basis upon the later of (i) the date that is the twelfth (12th) anniversary of the first commercial sale of that Company Product in such country, and (ii) the expiration of the last to expire issued patent claim of any Pre-Acquisition IP (other than Post-IPO IP) covering the composition or use of such Company Product in such country (the “Royalty Term”). If the Royalty Term pursuant to clause (i) of this Section 2.3 exceeds the Royalty Term pursuant to clause (ii), the royalty rates under Sections 2.1 and 2.2 shall each be reduced by fifty percent (50%) for the remainder of the Royalty Term, such that the new royalty rates under Section 2.1 and 2.2 shall be 0.25% each for the remainder of the Royalty Term. If MPM Oncology Impact Management GP, LP ceases for any reason to serve as the general partner for OIF Management, then this Agreement shall terminate immediately. Notwithstanding anything to the contrary, this Agreement shall terminate and the Company shall have no obligation to pay any Royalty hereunder if that certain Letter Agreement dated as of even date herewith by and among the Company, the Charitable Foundations and UBS Oncology Impact Fund L.P. terminates for any reason, including the failure of UBS Oncology Impact Fund, LP to purchase shares of Series A Preferred Stock of the Company.