Ti	=	Term, Termination, and Modification of Rights
1.sec	=	{_This_Agreement} is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the {_Licensed_Patent_Rights} unless sooner terminated as provided in this Article 13.
2.sec	=	In the event that {_Licensee} is in default in the performance of any material obligations under {_this_Agreement}, including but not limited to the obligations listed in Paragraph 13.5, and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, {_IC} may terminate {_this_Agreement} by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act.
3.sec	=	In the event that {_Licensee} becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party's intention to file an involuntary petition in bankruptcy, {_Licensee} shall immediately notify {_IC} in writing.
4.sec	=	{_Licensee} shall have a unilateral right to terminate {_this_Agreement} or any licenses in any country or territory by giving {_IC} sixty (60) days written notice to that effect.
5.0.sec	=	{_IC} shall specifically have the right to terminate or modify, at its option, {_this_Agreement}, if {_IC} determines that {_Licensee}:
5.1.sec	=	is not executing the {_Commercial_Development_Plan} submitted with its request for a license and {_Licensee} cannot otherwise demonstrate to {_IC}’s satisfaction that {_Licensee} has taken, or can be expected to take within a reasonable time, effective steps to achieve the {_Practical_Application} of the {_Licensed_Products} or the {_Licensed_Processes};
5.2.sec	=	has not achieved the {_Benchmarks} as may be modified under Paragraph 9.2;
5.3.sec	=	has willfully made a false statement of, or willfully omitted a material fact in the license application or in any report required by {_this_Agreement};
5.4.sec	=	has committed a material breach of a covenant or agreement contained in {_this_Agreement};
5.5.sec	=	is not keeping the {_Licensed_Products} or the {_Licensed_Processes} reasonably available to the public after commercial use commences;
5.6.sec	=	cannot reasonably satisfy unmet health and safety needs; or
5.7.sec	=	cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2 unless waived.
5.	=	[G/Z/ol-a/s7]
6.sec	=	In making the determination referenced in Paragraph 13.5, {_IC} shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by {_Licensee} under Paragraph 9.2. Prior to invoking termination or modification of {_this_Agreement} under Paragraph 13.5, {_IC} shall give written notice to {_Licensee} providing {_Licensee} specific notice of, and a ninety (90) day opportunity to respond to, {_IC}’s concerns as to the items referenced in 13.5(a)-13.5(g). If {_Licensee} fails to alleviate {_IC}’s concerns as to the items referenced in 13.5(a)-13.5(g) or fails to initiate corrective action to {_IC}’s satisfaction, {_IC} may terminate {_this_Agreement}.
7.sec	=	When the public health and safety so require, and after written notice to {_Licensee} providing {_Licensee} a sixty (60) day opportunity to respond, {_IC} shall have the right to require {_Licensee} to grant sublicenses to responsible applicants, on reasonable terms, in any {_Licensed_Fields_of_Use} under the {_Licensed_Patent_Rights}, unless {_Licensee} can reasonably demonstrate that the granting of the sublicense would not materially increase the availability to the public of the subject matter of the {_Licensed_Patent_Rights}. {_IC} shall not require the granting of a sublicense unless the responsible applicant has first negotiated in good faith with {_Licensee}.
8.sec	=	{_IC} reserves the right according to 35 U.S.C. §209(d)(3) to terminate or modify {_this_Agreement} if it is determined that this action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by {_Licensee}.
9.sec	=	Within thirty (30) days of receipt of written notice of {_IC}’s unilateral decision to modify or terminate {_this_Agreement}, {_Licensee} may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated {_IC} official or designee. The decision of the designated {_IC} official or designee shall be the final agency decision. {_Licensee} may thereafter exercise any and all administrative or judicial remedies that may be accessible.
10.sec	=	Within ninety (90) days of expiration or termination of {_this_Agreement} under this Article 13, a final report shall be submitted by {_Licensee}. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expenses, due to {_IC} shall become immediately due and payable upon termination or expiration. If terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with {_IC} pursuant to Paragraph 4.3. Unless otherwise specifically provided for under {_this_Agreement}, upon termination or expiration of {_this_Agreement}, {_Licensee} shall return all {_Licensed_Products} or other materials included within the {_Licensed_Patent_Rights} to {_IC} or provide {_IC} with certification of the destruction thereof. {_Licensee} may not be granted additional {_IC} licenses if the final reporting requirement is not fulfilled.
	=	[G/Z/ol/s10]