9. Term and Termination
9.1 Term Duration. This Agreement is effective from the Effective Date and will remain in effect for the life of the last-to-expire patent under Patent Rights, or in the event no patent contained in Patent Rights issues or such patents or patent applications are abandoned, then one year after the last patent or patent application is abandoned, unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement.
9.2 Termination for Convenience after Three Years. Any Party may terminate this Agreement without cause at any time after three years have passed from the Effective Date upon 90 days’ prior written notice to the other Parties, unless either (a) there is a License Agreement in effect at such time, or (b) the Lead Institution notifies the terminating Party that it is actively engaged in good faith negotiations with a bona fide potential Licensee and the Lead Institution consummates a License Agreement with such potential Licensee within 120 days of the notice of termination; provided, however, that for a Withdrawing Party to exercise this right of termination, prior to termination it must repay the other Party(ies) the Covered Expenses that have not already been recovered from a Licensee. For the purpose of this Section, “actively engaged” will mean that there has been at least one exchange of a draft License Agreement or term sheet between the Lead Institution and the bona fide potential Licensee within 60 days after receipt of the notice of termination.
9.3 Termination for Cause. Any Party may terminate this Agreement for cause by written notice in the event another Party materially breaches this Agreement and does not cure the breach within 30 days of such written notice. In addition, a Party may elect to terminate this Agreement in the circumstances specified in Section 2.3.