Provision Language
7. DUE DILIGENCE
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7.4 LICENSEE agrees that YALE shall be entitled to terminate this Agreement in accordance with Article 13, subject to the terms thereof but subject to a ninety (90) day and not a sixty (60) day cure period, upon the occurrence of any of the following, after written notice and a failure of LICENSEE to cure:
(a) LICENSEE has failed to:
(i) Initiate a PHASE III CLINICAL TRIAL for a LICENSED PRODUCT by 2017; or
(ii) Receive NDA Approval for a LICENSED PRODUCT by 2020; or
(iii) Have at least one CLINICAL DEVELOPMENT CANDIDATE in the FIELD, and in each additional field added to the FIELD pursuant to Article 2.5; or
(iv) Conduct clinical studies for any LICENSED PRODUCT in the FIELD for a period in excess of [***].
Notwithstanding the foregoing in this Article 7.3, if LICENSEE has not employed REASONABLE COMMERCIAL EFFORTS in developing and selling LICENSED PRODUCTS or LICENSED METHODS within the TERRITORY, then YALE may, at its sole discretion, terminate this LICENSE pursuant to Article 13 herein.
13. TERMINATION
13.1 YALE shall have the right to terminate this Agreement upon written notice to LICENSEE in the event LICENSEE:
(a) fails to make any payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or
(b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE (or a ninety (90) day cure period for Article 7 as described above), or upon receipt of such notice if such breach is not capable of being cured; or
(c) fails to obtain or maintain adequate insurance as described in Article 14.2, whereupon YALE may terminate this Agreement upon thirty (30) days written notice to LICENSEE, unless LICENSEE reinstates such insurance within such time period.
(d) If LICENSEE or any of its AFFILIATES brings a PATENT CHALLENGE against YALE, or assists others in bringing a PATENT CHALLENGE against YALE (except as required under a court order or subpoena), then YALE may immediately terminate this Agreement.
(e) If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then YALE may send a written demand to LICENSEE to terminate such sublicense, If LICENSEE fails to so terminate such sublicense within thirty (30) days after YALE’s demand, YALE may immediately terminate this Agreement.
13.2 This Agreement shall terminate upon written notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE and remains in place for more than sixty (60) days.
13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE:
(a) at any time on a country–by–country basis upon sixty (60) days written notice to YALE, provided LICENSEE has paid YALE all amounts due to YALE throughout the effective date of termination; or
(b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured.
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13.7 Waiver by either party of one or more defaults or breaches shall not deprive such party of the right to terminate because of any subsequent default or breach.