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 Section 2 will become a perpetual, irrevocable, fully paid-up, royalty free licence to develop, have developed, make, have made, use, Commercialize, import and export Products for use in the Field. Notwithstanding the above, royalties as provided in Section 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 the following sub-clause.
12.2 Termination upon non-compliance. Any Party shall have the right to terminate the Agreement, when there has been a serious breach by the other Party. For the resolution of non-compliance, the following procedure will be followed:
a. If any of the Parties considers that there is a breach of the undertaking of this contract by the other Party, such breach shall be duly notified to the address designated in this contract indicating the grounds and requiring it to be remedy.
b. The other Party can bring such breach to an end within a period of 30 days from the date of notification, or within another timeline agreed upon between the Parties.
c. In this case, the allegedly breaching Party shall notify the other Party who could show agreement or disagreement. In case of agreement, the performance of the contract will continue.
d. In case of disagreement, the final termination of the contract shall be notified by the disagreeing Party.
e. In the event of the allegedly breaching Party not bringing such breach to an end, the contract shall deem to be terminated on the date of the first due notification.
f. When according to the allegedly breaching Party there is not such breach; or the breach is justified as it cannot be overcome or overcoming it makes impossible the performance of the present Contract; or the breach has been already brought to an end, this Party can bring the issue in front of a Court within a period of six (6) months from the last notification, subject to the prior dispute resolution processes described in clause 14.2. In any case, the Contract shall deem to be terminated pending judicial decision.
g. If the Party does not bring the issue in front of a Court or the aforementioned six (6) months term is not followed, termination shall be immediate losing any right to subsequent claim. During all the procedure listed, the damaged Party shall have the right to seek due compensation for damages that could correspond to any of the Parties.
12.3 Consequences of Termination.
In the event that this Agreement is terminated prior to the expiry of the Term and due to breach by the Sublicensee, this Agreement, will, upon written approval by CSIC, such consent not to be unreasonably withheld, be converted into a licence between CSIC and the Sublicensee, provided that the Sublicensee is not in breach of this Agreement, by way of the MPP, CSIC and the Sublicensee entering into a novation agreement transferring the rights and obligations of the MPP under this Agreement to CSIC.