Provision Language
8. TERM AND TERMINATION
8.1. 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 thereof. Following this Term, the license granted in Section 2.1 will become a perpetual, irrevocable, fully paid-up, royalty free license to develop, make, have made, use, file for regulatory approval, sell, have sold, offer to sell, import and export Products in the Field in the Territory.
8.2. Termination for Material Breach. 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 thirty (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 thirty (30) day period or in accordance with the timeline, this Agreement shall effectively terminate.
8.3. Effect of Termination. In the event this Agreement is terminated other than under Section 8.1, all sublicenses will automatically convert into direct licenses between Pfizer and the Sublicensees, provided Sublicensees are not in breach of any term of the respective Sublicense.
8.4. Insolvency. Either Party may terminate this Agreement in the event the other Party becomes insolvent, makes an assignment to the benefit of creditors, or has a petition in bankruptcy filed for or against it.
8.5. Survival. Sections 6.3, 6.4, 6.5 and 8.3 and Articles 1, 5 and 8 shall survive termination or expiration of this Agreement.