Provision Language
AbbVie – MPP Agreement
7. Term and Termination
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7.2 Termination for Breach. A Party (“non-breaching party”) shall have the right to terminate this Agreement in the event the other Party (“breaching party”) is in material breach of any of its material obligations under this Agreement. The non-breaching party shall provide written notice to the breaching party. The breaching party shall have a period of 30 days after such written notice to cure such breach, or to provide a timeline to cure such breach to the satisfaction of the non-breaching party. If such breach is not cured within the 30 day period or in accordance with the timeline, this Agreement shall effectively terminate.
7.3 Additional Termination Rights
(a) AbbVie will have the right to terminate this Agreement, at AbbVie’s sole discretion, upon delivery of written notice to MPP in the event of (i) any failure by MPP of ensuring compliance with relevant OFAC regulations under Section 4.5 of this Agreement, and (ii) the uncured material breach of any of MPP’s obligations under Section 4 of this Agreement, where notice and opportunity to cure shall follow those provisions set forth in Section 7.2.
(b) Each of AbbVie and MPP will have the right to terminate any Sublicense, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following: (i) without prejudice to Section 2.3 and 2.6, a cross border diversion of the Licensed Compounds or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compounds or Licensed Products for use in any country outside of the Territory in breach of this Agreement; (ii) any Exploitation of the Licensed Compounds outside the Field or outside the Territory where such Exploitation would infringe any AbbVie Patent granted and in force; (iii) any failure by the Sublicensees to comply with the quality requirements under the Sublicense; (iv) the occurrence of a direct or indirect Change of Control of Sublicensee that has not been consented to by AbbVie and MPP in writing; or (v) in the event of any violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, pursuant to which AbbVie is joined in litigation or risks payment of fines, fees or damages.
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7.5 Insolvency. Either Party may terminate this Agreement in the event that the other Party becomes insolvent, makes an assignment to the benefit of creditors, or has a petition in bankruptcy filed for or against it.
Form of Sublicense
11. Term and Termination
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11.2 Termination for Breach. A Party (“non-breaching party”) shall have the right to terminate this Agreement in the event the other Party (“breaching party”) is in material breach of any of its material obligations under this Agreement. The non-breaching party shall provide written notice to the breaching party. The breaching party shall have a period of 30 days after such written notice is provided to cure such breach. If such breach is not cured within the 30 day period, this Agreement shall effectively terminate.
11.3 Licensor Right to Terminate. Licensor shall have the right to immediately terminate this Agreement if:
(a) upon a Change of Control of Licensee, Licensor reasonably determines, after conferring with Licensee, that the Change of Control is significant and adversely impacts the ability of the parties to achieve the objectives of this Agreement;
(b) Licensee breaches any of the anti-diversion provisions of Section 6;
(c) Licensor reasonably determines that, due to material deficiencies in Licensee’s compliance, or repeated failure to comply, with the quality requirements of Section 3.2, Licensee is unable to manufacture Licensed Compound or Licensed Product in accordance with such quality requirements;
(d) Licensee repeatedly fails to meet the milestones as contemplated in Section 3.4 of this Agreement; or
(e) Licensee repeatedly fails to comply with or to timely provide Licensor with the reports contemplated under Sections 3.5 and 10.2 of this Agreement;
11.4 Failure to Promote Access. If, in the reasonable opinion of the Licensor, the Licensee fails to promote access to the Licensed Products in the Territory in accordance with this Agreement, the Licensor shall give notice to the Licensee requiring it to cure such failure. If, in the reasonable opinion of the Licensor, the Licensee fails to present an acceptable plan within 60 days and report reasonable progress within 180 days after receiving written notice with respect to the default, the Licensor shall have the right to terminate this Agreement with immediate effect by giving written notice to the Licensee. In making such determination of reasonable progress, the Licensor shall take into account the period within which the relevant authorities provide the necessary approvals and normal development lead time for the Licensed Products, and progress reported by Licensee in its quarterly reports and meetings provided under Sections 3.5 and 10.2 of this Agreement.
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11.6 Insolvency. Either Party may terminate this Agreement in the event that the other Party becomes insolvent, makes an assignment to the benefit of creditors, or has a petition in bankruptcy filed for or against it.