Common use of Trigger Event Clause in Contracts

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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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 (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 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 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 Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) dissolution of Company or 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 Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Appears in 2 contracts

Samples: Patent License Agreement (Spark Therapeutics, Inc.), Patent License Agreement (Spark Therapeutics, Inc.)

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Trigger Event. The term “Trigger Event 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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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, such appointment is 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 Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple 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 Affiliates 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 Affiliates 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) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (hf) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, Penn to declare or render invalid or unenforceable the Patent Rights, Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Appears in 2 contracts

Samples: Patent Sublicense Agreement (BioNTech SE), Patent Sublicense Agreement (BioNTech SE)

Trigger Event. The term “Trigger Event 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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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, such appointment is 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 Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple 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 Affiliates 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 Affiliates indicating that results in its consent to, approval of of, or acquiescence in any of the proceedings described in Section 6.4(b) – (e6.4(a)—(d) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (hf) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, Penn to declare or render invalid or unenforceable the Patent Rights, Rights or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Appears in 2 contracts

Samples: Patent Sublicense Agreement (BioNTech SE), Patent Sublicense Agreement (BioNTech SE)

Trigger Event. The term "Trigger Event Event" means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in if Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company its Affiliate (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 (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; (cb) the institution or commencement by Company or its Affiliates Affiliate 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 Sections 6.4(b) or (c) above; (ed) the calling by Company or its Affiliates Affiliate of a meeting of its creditors with a view to arranging a composition or adjustment of its debtsdebts in connection with any of the events described in Section 6.4(a), (b) or (c) above; (fe) the act or failure to act by Company or its Affiliates Affiliate indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) - (e) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (h) the f)the commencement by Company of any action against Penn, CU or UFLAUniversity, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Appears in 1 contract

Samples: Patent License Agreement (Protea Biosciences Group, Inc.)

Trigger Event. The term “Trigger Event 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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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, such appointment is 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 Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple 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 Affiliates 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 Affiliates 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) dissolution of Company or 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 Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.or

Appears in 1 contract

Samples: Patent Sublicense Agreement

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Trigger Event. The term “Trigger Event 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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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, such appointment is 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 Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple 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 Affiliates 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 Affiliates 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) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (hf) the commencement by Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof[***].

Appears in 1 contract

Samples: Patent Sublicense Agreement (Moderna, Inc.)

Trigger Event. The term “Trigger Event 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 Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (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 PATENT LICENSE AGREEMENT appointed without its consent, such appointment is not discharged within thirty [CONFIDENTIAL TREATMENT REQUESTED] /*/ (30[CONFIDENTIAL TREATMENT REQUESTED] /*/) 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 [CONFIDENTIAL TREATMENT REQUESTED] /*/ (10[CONFIDENTIAL TREATMENT REQUESTED] /*/) days; (cb) the institution or commencement by Company or its Affiliates 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 material relief relating to any of the proceedings described in Section 6.4(bclause (a) or (cb) above; or (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fd) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(bclauses (a) to (ec) above; (g) dissolution of Company or 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 Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Appears in 1 contract

Samples: Patent License Agreement (Aegerion Pharmaceuticals, Inc.)

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