This excerpt taken from the AVAN 10-K filed Mar 5, 2009.
ARTICLE 10. TERM AND TERMINATION
10.1 This Agreement shall, unless earlier terminated, expire at the end of CELLDEXs obligation to pay royalties under Article 6 expires.
10.2 CELLDEX shall have the right to terminate without cause at any time on 60 days written notice to 3M.
10.3 3M shall have the right to terminate this Agreement on 60 days written notice in the event CELLDEX takes action directly or indirectly to challenge the validity, scope or enforceability of any of the 3M Patent Rights.
10.4 Either Party may terminate this Agreement upon 60 days written notice of material breach by the other Party and failure to cure such breach within such 60 days time.
10.5 In the event CELLDEX terminates this Agreement under Section 10.2 or 10.4 or 3M terminates under Sections 10.3 or 10.4, all licenses to CELLDEX under this Agreement shall immediately terminate and CELLDEX shall destroy any unused amounts of Licensed Compound at 3Ms written request, provided that CELLDEX, its Affiliates and any sublicensee thereof may, however, after the effective date of such termination, sell all Products, and complete manufacture and/or formulation at the time of such termination and sell, have sold, or offer for sale the same, provided that CELLDEX shall make the payments and submit reports to 3M as required in Article 6 of this Agreement.
This excerpt taken from the AVAN 10-Q filed May 9, 2007.
7 - TERM AND TERMINATION
7.1 Term. This Agreement shall commence as of the Effective Date and, unless sooner terminated as provided herein, shall continue in effect on a Licensed Product-by-Licensed Product basis, and country-by-country basis until the date on which SELECT is no longer entitled to receive a royalty on such Licensed Product in such country. Upon there being no more such payments hereunder for any such Licensed Products in such country, the license grants contained in Section 3.1a and 3.2 shall become fully paid up with respect to such Licensed Products in such country.
7.2 Termination for Breach. Either Party may terminate this Agreement in the event the other Party shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such default shall have continued for sixty (60) days after written notice thereof was provided to the breaching party by the non-breaching party (the Notice Period), provided, however, that the Notice Period shall be six (6) months in the case of a material breach by AVANT of its diligence obligations set forth in Section 5.2, subject to the condition that AVANT shall commence action to cure such breach within thirty (30) days after receipt of such notice and shall diligently continue such actions thereafter. Any termination shall become effective at the end of such Notice Period unless the breaching party has cured any such breach or default prior to the expiration of the Notice Period. The Parties acknowledge and agree that the failure by AVANT to comply with its diligence obligations set forth in Section 5.2 for a period of more than three (3) months shall constitute a material breach of this Agreement. Termination of this Agreement by SELECT under this Section 7.2 shall be on a country-by-country and Licensed Product-by-Licensed Product basis (and not for this Agreement as a whole) if the material breach giving rise to termination is specific to one or more countries or one or more Licensed Products (e.g., a royalty dispute for one Licensed Product in one or more countries).
7.3 Termination by AVANT. AVANT may terminate this Agreement on a Licensed Product-by-Licensed Product or country-by-country basis or in its entirety or as to any particular SELECT Patent at any time by giving at least sixty
(60) days written notice of such termination to SELECT. From and after the effective date of a termination with respect to a SELECT Patent, such SELECT Patent in the particular country shall cease to be within the Licensed Subject Matter for all purposes of this Agreement.
7.4 Termination for Bankruptcy. AVANT shall have the right to terminate this Agreement forthwith by written notice to SELECT if SELECT is declared insolvent or bankrupt by a court of competent jurisdiction, if a voluntary or involuntary petition in bankruptcy if filed in any court of competent jurisdiction against SELECT and such petition is not dismissed within ninety (90) days after filing, or if SELECT shall make or execute an assignment of substantially all of its assets for the benefit of creditors.
7.5 Effect of Termination. Upon a termination of this Agreement under Section 7.2 by SELECT, or under Section 7.3 by AVANT, all rights and obligations of SELECT and AVANT shall terminate, except as provided in Section 7.6, provided that that in the case that such termination shall relate to one or more countries or one or more Licensed Products rather than this Agreement in its entirety, the rights and obligations of SELECT and AVANT shall terminate with respect to such terminated countries and terminated Licensed Products only.
7.6 Surviving Rights. Subject to and without limiting anything contained in Section 7.5, Sections 1,4, 7.5, 7.7, 7.8, 8, 10, 11.5, 12 and 13shall survive the expiration and any termination of this Agreement for any reason. Except as provided in Section 7.5 and this Section 7.6, all other provisions of this Agreement shall terminate upon the expiration or termination of this Agreement.
7.7 Accrued Rights, Surviving Obligations. Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any obligations which shall have accrued prior to such termination, relinquishment or expiration, including, without limitation, the payment obligations under Sections 2.5 and 4 hereof and any and all damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve either Party from obligations that are expressly indicated to survive termination or expiration of the Agreement.