This Agreement shall enter into force on the Effective Date. Except if it is resolved before according to Clause 12, its duration will continue in force until the date on which the last Patent Right has expired, lapsed or has been invalidated (the “Term”). Following this Term, the licence granted in Clause 2 will become a perpetual, irrevocable to develop, have developed, make, have made, use, Commercialize, import and export Products for use in the Field. Royalties as provided in Clause 3C will continue for the period described therein.
12.1. Termination. This Agreement will be terminated either by its fulfillment, i.e. by expiration of the Term as defined in Clause 7, or by its termination by any of the following sub-clauses:
12.2 Termination for breach. Any Party shall have the right to terminate the Agreement, when there has been a material breach by the other Party, which is not cured within 30 days after receiving a written notice specifying the nature of the breach.
12.3 Termination for ceasing of the sublicensee search activity by MPP. The Parties may terminate this Agreement by written mutual agreement, before ninety (90) days’ written notice in due form is provided by MPP to CSIC of its intention to cease the search of sublicensees because it has not been successful.
12.4 Consequences of Termination. In the event that this Agreement is terminated prior to the expiry of the Term and due to breach by MPP, all sublicence agreements will, upon written approval by CSIC, such consent not to be unreasonably withheld, be converted into licences between CSIC and the MPP Licensees, provided that the MPP Licensee is not in breach of the sublicence agreement, by way of the MPP, CSIC and the relevant Licensee entering into a novation agreement transferring the rights and obligations of the MPP under the sublicence to CSIC.
15.6 Survival. Clauses 12.4, and 15 shall survive the expiry or termination of this Agreement.