Provision Language
11.Term of Agreement And Termination
11.1 Term. This Agreement shall expire upon the latest of: (a) the end of the Project Term if no Collaboration Compound could be identified, (b) the expiration of all payment obligations of Bayer hereunder, and (c) the expiration of Bayer Patents covering a Collaboration Compound. Section 6.1, Article 9 and Article 13 shall survive such expiration.
11.2 Termination by mutual agreement. This Agreement may be terminated at any time subject to mutual agreement of both Parties in writing. Sections 5 and 6.1, Article 9 and Article 13 shall survive such termination.
11.3 Termination upon material breach.
(a) If any Party believes that the other Party is in material breach of this Agreement, such Party (the “Non-Breaching Party“) shall give notice of such alleged breach to the other Party which it believes to be in material breach (the “Breaching Party”). Such notice shall state with specificity the nature of the breach. If the Breaching Party either cures such breach within sixty (60) days of such notice or, if it is not possible to cure such breach within such sixty (60) day period, the Breaching Party commences diligent, good faith efforts to cure such breach during such sixty (60) day period and continues using such efforts for a prompt and successful cure of the breach, then the Non-Breaching Party shall have no further remedy except the right to recover money damages, if any, through Dispute Resolution pursuant to Section 13.1 and to protect its rights in Confidential Information and intellectual property, e.g. through judicial relief, provided, however, that the cure periods provided for herein shall not apply to payment breaches, the cure period for which shall be five (5) business days from the date such payment is due.
(b) If the Breaching Party does not cure the alleged breach as provided in Section 11.3(a), the Non-Breaching Party shall have the right to commence Dispute Resolution pursuant to Section 13.1 to either (i) seek specific performance of this Agreement and/or recover money damages, if any, or (ii) to terminate this Agreement. Sections 5 and 6.1, Article 9 and Article 13 shall survive such termination.
11.4 Termination upon bankruptcy.
(a) Bayer may terminate this Agreement if, at any time, SentiSearch shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of SentiSearch or of its assets, or if SentiSearch proposes a written agreement of composition or extension of its debts, or if SentiSearch shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within forty-five (45) days after the filing thereof, or if SentiSearch shall propose or be a party to any dissolution or liquidation, or if SentiSearch shall make an assignment for the benefit of its creditors.
(b) All rights and licenses granted under or pursuant to this Agreement by SentiSearch are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the United States Bankruptcy Code. SentiSearch agrees that Bayer, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. SentiSearch further agrees that, in the event of the commencement of a bankruptcy proceeding by or against SentiSearch under the United States Bankruptcy Code, Bayer shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in Bayer’ possession, shall be promptly delivered to it upon any such commencement of a bankruptcy proceeding upon Bayer’s written request therefor.
11.5 Termination Upon Change of Control Under Certain Circumstances. Bayer may terminate this Agreement if, at any time, SentiSearch shall suffer or incur a Change of Control in favor of a Competitor, or shall enter into any agreement that, if consummated, would result in a Change of Control in favor of a Competitor. SentiSearch shall provide prompt notice of such event or agreement to Bayer, including the terms and conditions of the transaction causing a Change of Control in favor of a Competitor. “Change of Control” shall mean any of the following transactions or series of transactions: (a) any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction in which (i) a “person” or “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership or voting power of securities representing more than fifty percent (50%) of the outstanding voting securities of SentiSearch or otherwise obtains the ability to elect a majority of the board of directors or other managing authority of SentiSearch (by acquisition, contract or otherwise), which in any event shall be presumptively deemed to confer control over SentiSearch, or (ii) SentiSearch issues securities representing more than fifty percent (50%) of the outstanding voting securities of SentiSearch or the ability otherwise to elect a majority of the board of directors or other managing authority of SentiSearch, which in any event shall be presumptively deemed to confer control over SentiSearch; or (b) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets of SentiSearch that constitute or account for fifty percent (50%) or more of the consolidated net revenues, net income or assets of SentiSearch (including, without limitation, an exclusive license of all or substantially all of SentiSearch’s intellectual property rights). “Competitor” shall mean any Third Party that, together with its Affiliates, has product sales in the Field of Use. Payment obligations by Bayer pursuant to Section 5.2(b) and/or (c) and Section 5.3 (a) and/or (b) based on Collaboration Compounds derived from compounds that underwent the Screening Assay prior to the date of termination of this Agreement under this Section 11.5 shall not be affected by such termination