4.7 Upon termination of this AGREEMENT for any reason, REGENTS may terminate a SUBLICENSE but will allow LICENSEE to assign to REGENTS any SUBLICENSES, provided: a) that the SUBLICENSEE is in good standing upon termination of this AGREEMENT with LICENSEE; and b) the SUBLICENSEE is not currently involved in litigation as an adverse party to the REGENTS. In no case, however, will REGENTS be bound by duties and obligations contained in any SUBLICENSE that extends beyond the duties and obligations of the REGENTS set forth in this AGREEMENT. If a SUBLICENSE survives, the SUBLICENSEE will promptly agree in writing to be bound by the terms of this AGREEMENT, including but not limited to, in lieu of the payment obligations under the applicable SUBLICENSES, payment to the REGENTS of milestone, earned royalty, patent reimbursement, and SUBLICENSE INCOME required under this Article 4. If there is more than one SUBLICENSE that survives the termination of this AGREEMENT, the payment obligations described above may be prorated among the SUBLICENSES.
7.3 Failure to Meet Development Milestones.
(a) If LICENSEE is unable to meet any of its diligence obligations set forth in Paragraphs 7.1 and 7.2, then REGENTS will so notify LICENSEE of failure to perform. LICENSEE will have the right and option to extend the target date of any such due diligence obligation for a period of six (6) months upon the payment of [Written amount]_thousand dollars ($ Number) within thirty (30) days of the date to be extended for each such extension option exercised by LICENSEE. LICENSEE may further extend the target date of any diligence obligation for an additional six (6) months upon payment of an additional [Written amount] thousand dollars ($ Number). Additional extensions may be granted only by mutual written AGREEMENT of the parties to this AGREEMENT. These payments are in addition to the minimum royalty payments specified in Paragraph 6.5. Should LICENSEE opt not to extend the obligation or fail to meet it by the extended target date, then REGENTS will have the right and option either to terminate this AGREEMENT or to reduce LICENSEE’s exclusive license to a non-exclusive royalty-bearing license. This right, if exercised by REGENTS, supersedes the rights granted in Article 3 (Grant). The right to terminate this AGREEMENT or reduce LICENSEE’s exclusive license granted hereunder to a non-exclusive license will be REGENTS’ sole remedy for breach of Paragraph 7.1 or 7.2.
(b) To exercise either the right to terminate this AGREEMENT or to reduce the license to a non-exclusive license for lack of diligence under Paragraph 7.1 or 7.2, REGENTS will give LICENSEE written notice of the deficiency. LICENSEE thereafter has sixty (60) days to cure the deficiency. If REGENTS has not received satisfactory tangible evidence that the deficiency has been cured by the end of the sixty (60) – day period, then REGENTS may, at its option, either terminate the AGREEMENT or reduce LICENSEE’s exclusive license to a non-exclusive license by giving written notice to LICENSEE. These notices will be subject to Article 23 (Notices).
10. LIFE OF THE AGREEMENT
10.2 Survival. Any termination or expiration of this AGREEMENT will not affect the rights and obligations set forth in the following articles:
Article 2 Definitions
Article 4 Sublicenses
Article 5 License Issue Fee; Equity
Paragraph 6.6 Payments
Article 9 Books and Records
Article 10 Life of the Agreement
Article 13 Disposition of Licensed Products Upon Termination
Article 16 Use of Names and Trademarks
Article 17 Limited Warranties
Article 19 Indemnification
Article 23 Notices
Article 25 Confidentiality
Article 28 Applicable Law; Venue; Attorney’s Fees
Appendix C Summary of Equity Terms
11. TERMINATION BY REGENTS
11.1 If LICENSEE should violate or fail to perform any term of this AGREEMENT, then REGENTS may give written notice of such default (“NOTICE OF DEFAULT“) to LICENSEE. If LICENSEE should fail to repair such default within sixty (60) days of the effective date of such notice, REGENTS will have the right to terminate this AGREEMENT and the licenses herein by a second written notice (“Notice of Termination“) to LICENSEE. If a Notice of Termination is sent to LICENSEE, this AGREEMENT will automatically terminate on the effective date of such notice. Such termination will not relieve LICENSEE of its obligation to pay any royalty or license fees owing at the time of such termination and will not impair any accrued rights of REGENTS. These notices will be subject to Article 23 (Notices).
12. TERMINATION BY LICENSEE
12.1 LICENSEE will have the right at any time to terminate this AGREEMENT in whole or as to any portion of REGENTS’ PATENT RIGHTS by giving notice in writing to REGENTS. Such notice of termination will be subject to Article 23 (Notices) and termination of this AGREEMENT will be effective ninety (90) days after the effective date of such notice.
12.2 Any termination pursuant to Paragraph 12.1 will not relieve LICENSEE of any obligation or liability accrued prior to such termination or rescind anything done by LICENSEE or any payments made to REGENTS prior to the time such termination becomes effective, and such termination will not affect in any manner any rights of REGENTS arising under this AGREEMENT prior to such termination.
13. DISPOSITION OF LICENSED PRODUCTS UPON TERMINATION
13.1 Upon termination of this AGREEMENT, for a period of one hundred twenty (120) days after the date of termination LICENSEE may complete and SELL any partially made LICENSED PRODUCTS and continue to render any previously commenced LICENSED SERVICES, and continue the practice of LICENSED METHOD only to the extent necessary to do so; provided, however, that all such SALEs will be subject to the terms of this AGREEMENT including, but not limited to, the payment of royalties at the rate and at the time provided herein and the rendering of reports thereon.
25.6 Upon termination or expiration of this AGREEMENT, the LICENSEE and the REGENTS upon request will destroy or return any of the disclosing party’s Proprietary Information in its possession within fifteen (15) days following the termination of this AGREEMENT and provide written confirmation of such to the other party. Each party may, however, retain one copy of such Proprietary Information for archival purposes in non-working files.