Common use of Trigger Event Clause in Contracts

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty (30) days; (v) makes an assignment for the benefit of creditors; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expenses; or (h) the commencement by Company of any action against PSRF, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any sponsored research agreement between Penn and Company and PSRF related to or any of the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) Equity Documents that is not cured within the during any specified cure period, if any, set forth in such agreementperiods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ; (ii) is adjudicated insolvent or bankrupt; (iii) admits in writing its inability to pay its debts, ; (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty thirty (30) days; (v) makes an assignment for the benefit of creditors; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors and, if contested by it, not dismissed or stayed within Ten ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding proceedings under any law related to bankruptcy, insolvency, liquidation liquidation, or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – — (e) above; (g) failure . The events specified in this section 6.4 shall also apply to actions taken by Affiliates of the Company to pay patent expenses; or (h) if the commencement by Company taking of any action against PSRF, including described in this section by an action for declaratory judgment, Affiliate of the Company causes a material adverse effect to declare or render invalid or unenforceable the Patent Rights, or any claim thereofPenn’s rights under this Agreement.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement Agreement between Company and PSRF University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the during any specified cure period, if any, set forth in such agreementperiods; (b) if Company or its Affiliate or sublicensee Sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty thirty (30) days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee Sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee Sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee Sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expensescounsel pursuant to the terms of a Client and Billing Agreement, if any; or (h) the commencement by Company of any action against PSRFUniversity, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property assets and, if appointed without its consent, not discharged within Thirty (30) [***] days; , (v) makes an assignment of its assets for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within Ten (10) [***] days; (cb) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED debtors; (dc) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b6.4(a) or (cb) above; (ed) the calling by Company or its Affiliate or sublicensee of a meeting of its multiple creditors with a view to arranging a composition or of adjustment of its debts; (fe) the act or failure to act by Company or its Affiliate or sublicensee indicating that results in its consent to, approval of of, or acquiescence in any of the proceedings described in Section 6.4(b6.4(a) – - (ed) above; (g) failure by Company to pay patent expenses; or (hf) the commencement by Company of any action against PSRF, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof[***].

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any agreement between Company and PSRF related Equity Document, to the Patent Rights (whether entered prior toextent applicable, contemporaneous with, or subsequent to the Effective Date) that is not cured within any cure period specified in the cure periodEquity Document(s), or within thirty (30) days of written notice, if any, set forth in such agreementno cure period is specified; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within Thirty thirty (30) days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ec) above; (g) failure by Company to pay patent expensesdissolution of Company; or (h) the commencement by Company of any action against PSRFPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior toStockholders Agreement, contemporaneous withother than a material breach of a representation or warranty, or subsequent to the Effective Date) that is not cured within the during any specified cure period, if any, set forth in such agreementperiods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty (30) [**] days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10) [**] days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b6.4 (b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expenses; counsel pursuant to the terms of a Client and Billing Agreement or Patent Management Agreement, if any, after an opportunity of at least [**] days to cure such failure after written notice thereof, or (h) the commencement by Company of any action against PSRFPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; provided that the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to Company or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or more Large Pharmaceutical Company(-ies) and such Large Pharmaceutical Company(-ies) remain in material compliance with the terms and conditions of its or their sublicense(s) relating to this Agreement and the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to a sublicensee or acquirer of Company that is a Large Pharmaceutical Company that seeks protection under applicable bankruptcy laws for the purpose of reorganizing and continuing to operate if such sublicensee or acquirer of Company remains in material compliance with the terms and conditions of its sublicense relating to this Agreement.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty (30) days; ****, (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10) days****; (cb) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (dc) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b6.4(a) or (cb) above; (ed) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fe) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – — (ed) above; (g) failure by Company to pay patent expenses; or (hf) the commencement by Company of any action against PSRFPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement between Company and PSRF related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreement; (b) if Company or its Affiliate or sublicensee Company: (i) becomes insolvent, bankrupt or fails to pay its debts as such debts become duebankrupt, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged or stayed within Thirty (30) [***] days; , (v) makes an “assignment for the benefit of creditors; ” (as defined under applicable law), or (vi) suffers proceedings being instituted against it [***] Portions of this Exhibit have been redacted pursuant to a Confidential Treatment Request. An unredacted version of this Exhibit has been filed Separately with the Securities and Exchange Commission under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10) [***] days; (cb) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (dc) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b7.4(a) or (cb) above; (ed) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fe) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e7.4(a)-(e) above; (g) failure by Company to pay patent expenses; or (hf) the commencement by Company of any action against PSRF, University (including an action for declaratory judgment, ) to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company VGX under any agreement Sponsored Research Agreement between Company VGX and PSRF Penn related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the during any specified cure period, if any, set forth in such agreementperiods; (b) if Company VGX or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty thirty (30) days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten thirty (1030) days; (c) the institution or commencement by Company VGX or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b7.4(b) or (c) above; (e) the calling by Company VGX or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company VGX or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) Section7.4 (b)– (e) above; (g) failure by Company VGX to pay patent expensescounsel pursuant to the terms of a Client and Billing Agreement, if any; or (h) the commencement by Company VGX of any action against PSRFPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any agreement Agreement between Company and PSRF University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) any Sponsored Research Agreement between Company and University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date, any of the Equity Documents, or this Agreement, that is not cured within the during any specified cure period, if any, set forth in such agreementperiods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty thirty (30) days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expenses; or (h) the commencement by Company of any action against PSRFUniversity, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any agreement between Company and PSRF related Equity Document, to the Patent Rights (whether entered prior toextent applicable, contemporaneous with, or subsequent to the Effective Date) that is not cured within any cure period specified in the cure periodEquity Document(s), or within thirty (30) days of written notice, if any, set forth in such agreementno cure period is specified; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; , (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within Thirty thirty (30) days; , (v) makes an assignment for the benefit of creditors; , or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten ten (10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – - (e) above; (g) failure by dissolution of Company to pay patent expensesor termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (h) the commencement by Company of any action against PSRFPenn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) a material default by Company under any sponsored research agreement or option or license agreement between Company and PSRF Penn related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within the cure period, if any, set forth in such agreementagreement or a material default under either of the Option Agreement (“Option Agreement”) or the Know-How License (“Know-How License”), each by and between Company and Penn pursuant to the Option Agreement ; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within Thirty thirty (30) days; (v) makes an assignment for the benefit of creditors; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within Ten (10ten(10) days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating sublicenseeindicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent expensesexpenses ; or (h) the commencement by Company of any action against PSRFPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.