Common use of Trigger Event Clause in Contracts

Trigger Event. The term “Trigger Event” means any of the following: (a) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for its assets and, if appointed without its consent, not discharged [***], (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]; (b) the institution or commencement by Company of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (c) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a) or (b) above; (d) the calling by Company of a meeting of multiple creditors with a view to arranging a composition of adjustment of its debts; (e) the act or failure to act by Company that results in its consent to, approval of, or acquiescence in any of the proceedings described in Section 6.4(a) - (d) above; or (f) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, such appointment is not discharged [***]within thirty (30) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliates of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliates indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (dc) above; (g) dissolution of Company; or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under the Stockholders Agreement, other than a material breach of a representation or warranty, that is not cured during any specified cure periods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged within [***]] days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]] days; (bc) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4 (b) or (bc) above; (de) the calling by Company or its Affiliate or sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliate or sublicensee indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; (g) failure by Company to pay patent counsel pursuant to the terms of a Client and Billing Agreement or Patent Management Agreement, if any, after an opportunity of at least [**] days to cure such failure after written notice thereof, or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof; provided that the foregoing clauses (a) , including but (b), (c), (d), (e), and (f) shall not limited apply with respect to an action Company or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or more Large Pharmaceutical Company(-ies) and such Large Pharmaceutical Company(-ies) remain in material compliance with the terms and conditions of its or their sublicense(s) relating to this Agreement and the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to a sublicensee or acquirer of Company that is a Large Pharmaceutical Company that seeks protection under applicable bankruptcy laws for declaratory judgment (a “Patent Challenge”)the purpose of reorganizing and continuing to operate if such sublicensee or acquirer of Company remains in material compliance with the terms and conditions of its sublicense relating to this Agreement.

Trigger Event. The term “Trigger Event” Event means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, such appointment is not discharged [***]within thirty (30) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliates of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliates indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any Agreement between Company and University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured during any specified cure periods; (b) if Company or its Affiliate or Sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [***]within thirty (30) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company or its Affiliate or Sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliate or Sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliate or Sublicensee indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; (g) failure by Company to pay patent counsel pursuant to the terms of a Client and Billing Agreement, if any; or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any sponsored research agreement between Penn and Company or any of the Equity Documents that is not cured during any specified cure periods; (b) if Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ; (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, ; (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [***], within thirty (30) days; (v) makes an assignment of its assets for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or the release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company of any proceeding proceedings under any law related to bankruptcy, insolvency, liquidation liquidation, or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; or (ef) the act or failure to act by Company that results in indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - — (de) above; or (f) . The events specified in this section 6.4 shall also apply to actions taken by Affiliates of the commencement by Company or an Affiliate or Third Party sublicensee of Company if the taking of any action against Penn described in this section by an Affiliate of the Company causes a material adverse effect to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”)Penn’s rights under this Agreement.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [***], within Thirty (30) days; (v) makes an assignment of its assets for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]Ten (10) days; (bc) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliate or sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliate or sublicensee indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; (g) failure by Company to pay patent expenses; or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn PSRF, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for its assets and, if appointed without its consent, not discharged [***], (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]; (b) the institution or commencement by Company of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (c) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a) or (b) above; (d) the calling by Company of a meeting of multiple creditors with a view to arranging a composition of adjustment of its debts; (e) the act or failure to act by Company that results in its consent to, approval of, or acquiescence in any of the proceedings described in Section 6.4(a) - (d6.4(a)—(d) above; or (f) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) if Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if PATENT LICENSE AGREEMENT appointed without its consent, not discharged within [***]CONFIDENTIAL TREATMENT REQUESTED] /*/ ([CONFIDENTIAL TREATMENT REQUESTED] /*/) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]CONFIDENTIAL TREATMENT REQUESTED] /*/ ([CONFIDENTIAL TREATMENT REQUESTED] /*/) days; (b) the institution or commencement by Company of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (c) the entering of any order for material relief relating to any of the proceedings described in Section 6.4(aclause (a) or (b) above; or (d) the calling by Company of a meeting of multiple creditors with a view to arranging a composition of adjustment of its debts; (e) the act or failure to act by Company that results in indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(aclauses (a) - to (dc) above; or (f) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, such appointment is not discharged [***]within thirty (30) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliates of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliates indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - (de) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [within ***]*, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]*; (b) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (c) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a) or (b) above; (d) the calling by Company or its Affiliate or sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (e) the act or failure to act by Company that results in or its Affiliate or sublicensee indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - — (d) above; or (f) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”). ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any Agreement between Company and University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) any Sponsored Research Agreement between Company and University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date, any of the Equity Documents, or this Agreement, that is not cured during any specified cure periods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [***]within thirty (30) days, (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten (10) days; (bc) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliate or sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliate or sublicensee indicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; or (fg) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any sponsored research agreement or option or license agreement between Company and Penn related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement or a material default under either of the Option Agreement (“Option Agreement”) or the Know-How License (“Know-How License”), each by and between Company and Penn pursuant to the Option Agreement ; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its assets property and, if appointed without its consent, not discharged [***], within thirty (30) days; (v) makes an assignment of its assets for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within [***]ten(10) days; (bc) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (cd) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a6.4(b) or (bc) above; (de) the calling by Company or its Affiliate or sublicensee of a meeting of multiple its creditors with a view to arranging a composition of or adjustment of its debts; (ef) the act or failure to act by Company that results in or its Affiliate or sublicenseeindicating its consent to, approval of, of or acquiescence in any of the proceedings described in Section 6.4(a6.4(b) - – (de) above; (g) failure by Company to pay patent expenses ; or (fh) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights or Exhibit D Patents Rights, or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).