Master Alliance Provisions Guide (MAPGuide)

Elkurt – Ocean Biomedical, Malaria Vaccine, Exclusive License Agreement

  • Term & termination | Termination & withdrawal

10. Term and Termination

10.2 Termination

10.2.1. Termination Without Cause. Licensee may terminate this Agreement upon [####] prior written notice to Elkurt

10.2.2. Termination for Default In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. If Licensee materially defaults in its obligations under Section 9.2 to procure and maintain insurance or, if Licensee has in any event materially failed to comply with the notice requirements contained therein, then Elkurt may terminate this Agreement immediately without notice or additional waiting period. Elkurt shall be entitled to terminate this Agreement in accordance with the provisions of Section 3.4; In the event that Licensee fails to raise at least [####] in equity financing within on or before April 1, 2021, Elkurt shall be entitled to immediately terminate this Agreement at any time and for any reason thereafter.

10.2.3. Bankruptcy. Elkurt may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra–judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within [####], or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

10.2.4. Termination of Elkurt License from RIH. Pursuant to the requirements of the License between Elkurt and RIH, this License will terminate upon termination of the RIH/Elkurt license agreement.