Provision Language
5. COMMERCIAL DILIGENCE
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5.2 Development Milestones. On or before the dates indicated below (which unless indicated below are relative to the Effective Date), Licensee will achieve each of the following development milestones with respect to a Licensed Product (“Development Milestones”). If Licensee fails to achieve a Development Milestone by the deadline set forth below, then The Regents has the right and option, at its sole discretion, to either terminate this Agreement or reduce Licensee’s exclusive license to a nonexclusive license, under the terms set forth in Section 8 (LIFE OF THIS AGREEMENT). […]
8. LIFE OF THIS AGREEMENT
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8.4 Termination by The Regents. If Licensee fails to perform or violates any term of this Agreement or fails to timely pay any amount when due, or after the date of First Commercial Sale fails to sell Licensed Products for more than four (4) continuous calendar quarters then The Regents may give written notice of default (“Notice of Default”) to Licensee. If Licensee fails to repair the default within sixty (60) days of the effective date of Notice of Default, The Regents may terminate this Agreement and its licenses by a second written notice (“Notice of Termination”). If a Notice of Termination is sent to Licensee, this Agreement will automatically terminate on the effective date of that notice.
8.5 Termination by Licensee. Licensee may terminate this Agreement at any time by providing a notice of termination to The Regents with a statement explaining the reason for termination and confirming it has abandoned the commercialization of Licensed Products, which termination will be effective sixty (60) days from the date such termination notice is sent by Licensee.
11. PATENT FILING, PROSECUTION AND MAINTENANCE
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11.3 Obligations, Termination & Rights. Licensee may terminate its license with respect to any or all of Patent Rights by providing written notice to The Regents (“Patent Termination Notice”). Termination of Licensee’s obligations with respect to such patent application or patent will be effective ninety (90) days after receipt of such Patent Termination Notice by The Regents. In addition, if Licensee fails to timely (i) provide a Patent Prosecution Request pursuant to Section 11.1, or (ii) pay for any Patent Costs as required by Section 11.2 (including as required per the terms of a direct billing agreement), then such failure will be deemed to be an election by Licensee not to secure the applicable patent application(s) and patent(s) and The Regents will have the right to immediately terminate this Agreement with respect to the applicable patent application(s) and patent(s) (i.e., Licensee will not have the right to cure such breach pursuant to Section 8.4), unless such failure to pay is with respect to Past Patent Costs owed in which case Licensee will have the right to cure such breach pursuant to Section 8.4. For the avoidance of doubt immediately effective upon such termination, Licensee will have no further right or license to such patent applications and patents and Licensee will remain liable for any Patent Costs incurred prior to such termination with respect to such patent applications and patents.