Provision Language
6. Term and Termination
6.1 Term. This Agreement shall enter into force upon the Effective Date and, unless earlier terminated as provided herein, shall expire on the fifteenth (15th) anniversary of the execution date of the Pfizer License.
6.2 Termination by Licensee. Licensee may terminate this Agreement at any time upon written notice.
6.3 Termination for Material Breach. Subject to Licensee’s right to rebut a presumption that Licensee is in breach of its diligence obligations set forth in Section 3.1, a Party (“non-breaching party”) shall have the right to terminate this Agreement in the event the other Party (“breaching party”) is in material breach of any of its material obligations under this Agreement. The non-breaching party shall provide written notice to the breaching party. The breaching party shall have a period of 30 days after such written notice to cure such breach, or to provide a timeline to cure such breach to the satisfaction of the non-breaching party. If such breach is not cured within the 30 day period or in accordance with the timeline, this Agreement shall effectively terminate.
6.4 Insolvency. Either Party may terminate this Agreement in the event that the other Party becomes insolvent, makes an assignment to the benefit of creditors, or has a petition in bankruptcy filed for or against it.
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6.6 Survival. Sections 5, 6.6, 6.7, 7 and 8 shall survive termination or expiry of this Agreement. For clarity, upon termination of this Agreement for any reason, Licensee is relieved of its diligence and other obligations under Section 3.
6.7. Pfizer License. In the event the Pfizer License is terminated by Pfizer prior to the end of its term, this Agreement will automatically be converted into a direct license between Pfizer and Licensee, provided that Licensee is not in breach of any term of this Agreement.