Common use of Additional Termination Rights Clause in Contracts

Additional Termination Rights. This Agreement may be terminated by Reliant upon the occurrence of any one or more of the following: (a) Novartis’ rights to use the Trademarks (or any of them if there are more than one) is lost, diminished, limited or restricted in any way and such loss, diminution, limitation or restriction is materially detrimental to Reliant; (b) Novartis is enjoined, prohibited or restricted from making, using or selling a Product or granting Reliant the rights granted to it by Novartis hereunder, in any such case, pursuant to an award, judgment, decree or other order of any court or other governmental, administrative or regulatory authority; (c) Reliant is enjoined or prohibited from marketing the Product in the Territory (and such injunction or prohibition was not caused by an action or omission of Reliant); (d) One or more patents issue in the United States that prohibit, limit or otherwise adversely impact the Net Sales of the Product; (e) Novartis is (i) unwilling or (ii) unable (other than as a result of an event that qualifies as a force majeure event under Article 15.7 hereof), to perform its obligations under Article 5.1(a) and or (b) hereof (which is not cured within fifteen (15) days following written notice thereof by Reliant to Novartis); provided that for the purposes of this Article 7.7, Novartis’ obligation shall not be qualified by “commercially reasonable efforts”; and/or (f) Novartis or an Affiliate of Novartis fails to take reasonable action within a reasonable period of time to ▇▇▇▇▇ the infringement by a third party of any Patent and/or any Trademark, and such failure is materially detrimental to Reliant’s exercise of its rights or performance of its obligations under this Agreement. Reliant shall provide written notice to Novartis of its intent to terminate under this Article 7.7, which termination shall become effective thirty (30) days after delivery of such notice; provided that such notice delivered in connection with Article 7.7(e) shall become effective fifteen (15) days after delivery of such notice.

Additional Termination Rights. This Google may terminate this Agreement may be terminated by Reliant immediately upon the occurrence of any one or more of the following: written notice to Distributor if: (a) Novartis’ rights to use the Trademarks Distributor breaches Clause 2 (or any of them if there are more than one) is lost, diminished, limited or restricted in any way License Grants and such loss, diminution, limitation or restriction is materially detrimental to Reliant; (b) Novartis is enjoined, prohibited or restricted from making, using or selling a Product or granting Reliant the rights granted to it by Novartis hereunder, in any such case, pursuant to an award, judgment, decree or other order of any court or other governmental, administrative or regulatory authority; (c) Reliant is enjoined or prohibited from marketing the Product in the Territory (and such injunction or prohibition was not caused by an action or omission of Reliant); (d) One or more patents issue in the United States that prohibit, limit or otherwise adversely impact the Net Sales of the Product; (e) Novartis is (i) unwilling or (ii) unable (other than as a result of an event that qualifies as a force majeure event under Article 15.7 hereofRestrictions), to perform its obligations under Article 5.1(a) and or Clause 3.6 (b) hereof (which is not cured within fifteen (15) days following written notice thereof by Reliant to Novartis); provided that for the purposes of this Article 7.7, Novartis’ obligation shall not be qualified by “commercially reasonable efforts”; and/or (f) Novartis or an Affiliate of Novartis fails to take reasonable action within a reasonable period of time to ▇▇▇▇▇ ), Clause 3.7 (Accurate Reproduction), or Clause 6 (Confidential Information), (b) if Google believes, in good faith, that the infringement by Distributor has violated or caused Google to violate any Anti-Bribery Laws (as defined in Clause 8.5) or that such a third party violation is reasonably likely to occur, or (c) Distributor is in material breach of this Agreement more than [ * ] notwithstanding any cure of such breaches. Notwithstanding anything to the contrary, in the event that the government or controlling body of any Patent and/or country or territory in which Bundles are distributed imposes any Trademarklaw, and restriction or regulation that makes it illegal to distribute the Products, or any portion of them, into such failure country or territory, or if any such law, restriction or regulation places a substantial burden on Google, where substantial is materially detrimental measured with respect to ReliantGoogle’s exercise of its rights or performance of its obligations economic benefit under this Agreement. Reliant shall provide written notice , as determined by Google in its reasonable and good faith judgment (such substantial burden, a “Substantial Burden”) then either party or Google (in the case of a Substantial Burden) may require the suspension of all distributions of Bundles in such country or territory until such time as such law, restriction or regulation is repealed, nullified or modified such that it is no longer illegal or a Substantial Burden (in the case of Google), as applicable, for Bundles to Novartis of its intent to terminate be distributed in such country or territory (“Special Suspension”); provided, however, that Distributor’s obligations under this Article 7.7, which termination shall become effective thirty Clause 3.5 (30) days after delivery of such notice; provided that such notice delivered in connection with Article 7.7(eExclusivity) shall become effective fifteen not apply in respect of the relevant country or territory during any period of Special Suspension. If a period of Special Suspension extends for more than [ * ] may then terminate this Agreement (15in part) days after delivery in respect of the affected country or territory only, such termination to take effect upon written notice[ * ]. [ * ] will use its reasonable endeavours to provide [ * ] with [ * ] (to the extent it is practicable to do so) of the [ * ] or [ * ] (which was commenced by [ * ]).