Alternative Remedy in Lieu of Termination Clause Samples

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that C▇▇▇’▇ decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event C▇▇▇’▇ damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya has the right to terminate this Agreement pursuant to Section 10.2.1 (Termination for Cause) or Section 10.2.2 (Termination for Insolvency), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty: 10.4.1. Coya may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Payments, Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, will be reduced by [***] and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and 10.4.2. any Confidential Information of Coya provided to ARScience Bio pursuant to this Agreement will be promptly returned to Coya or destroyed, and Coya will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election. For the avoidance of doubt, except as set forth in this Section 10.4 (Alternative Remedy in Lieu of Termination), if Coya exercises the alternative remedy set forth above in this Section 10.4 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 (Term and Termination).

Alternative Remedy in Lieu of Termination. If ▇▇▇▇▇▇▇ has the right to terminate this Agreement pursuant to Section 14.3.1(b) (Termination by ▇▇▇▇▇▇▇), then in addition to any other remedies available to ▇▇▇▇▇▇▇ at law or in equity, in lieu of terminating this Agreement ▇▇▇▇▇▇▇ may, in its sole discretion, exercise an alternative remedy as follows: (a) ▇▇▇▇▇▇▇ may retain all of its licenses and other rights granted under this Agreement with respect to the applicable Terminated Program, subject to all of its payment and other obligations hereunder; except that (i) the then-unearned Milestone Payments and the royalty rates payable thereafter under this Agreement with respect to such Terminated Program and Products that are the subject of such Terminated Program, in each case, will be reduced by [***] and (ii) ▇▇▇▇▇▇▇’▇ obligations under Section 5.5 (Development Diligence Obligations) and Section 5.6 (Commercialization Diligence Obligations) will each terminate with respect to the Terminated Program; and (b) any ▇▇▇▇▇▇▇ Confidential Information provided to Morphic pursuant to this Agreement related to such Terminated Program will be promptly returned to ▇▇▇▇▇▇▇ or destroyed and ▇▇▇▇▇▇▇ will be released from its ongoing disclosure and information exchange obligations with respect to activities related to such Terminated Program that are performed following the date of such election. For the avoidance of doubt, except as set forth in this Section 14.7 (Alternate Remedy in Lieu of Termination), if ▇▇▇▇▇▇▇ exercises the alternative remedy set forth above in this Section 14.7 (Alternate Remedy in Lieu of Termination) with respect to a Terminated Program, then all rights and obligations of both Parties under this Agreement with respect to such Terminated Program will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this ARTICLE 14 (Term and Termination).

Alternative Remedy in Lieu of Termination. If Hutchmed has the right to terminate this Agreement pursuant to Section 14.4 based on an uncured material breach by Epizyme, then Hutchmed may elect either (a) terminate this Agreement and have the consequences of termination described in Section 14.7 apply, or (b) elect, in lieu of terminating this Agreement, for the rights and obligations of the Parties under this Agreement to continue, including the licenses and rights granted by Epizyme to Hutchmed under Section 2.1; provided that, (i) Hutchmed shall become solely responsible for one hundred percent (100%) of all payments payable to the relevant Third Party on account of the sublicense to Hutchmed to Third Party IP under any Epizyme In-License Agreement, (ii) notwithstanding anything to the contrary herein (including Section 9.6(b)(iv)), Hutchmed’s financial obligations to Epizyme (other than as provided under subsection (i) above) under Sections 9.4, 9.5, and 9.6 thereafter will be reduced to [**] percent ([**]%) of the excess of such financial obligations (as calculated without regard for this Section 14.5) over the amounts payable by Hutchmed pursuant to subsection (i) above, and (iii) if Hutchmed initiates an action seeking damages from Epizyme resulting from such material breach, then any payment reductions taken by Hutchmed pursuant to subsection (ii) will be applied to reduce the damages (if any) awarded to Hutchmed by a final decision of a court of competent jurisdiction.

Alternative Remedy in Lieu of Termination. If, during the Collaboration Term, Biogen has the right to terminate this Agreement pursuant to [***], then in addition to any other remedies available to Biogen at law or in equity, in lieu of terminating this Agreement Biogen may, in its sole discretion, exercise an alternative remedy as follows: [***] For the avoidance of doubt, except as set forth in this Section 12.6 (Alternate Remedy in Lieu of Termination), if Biogen exercises the alternative remedy set forth above in this Section 12.6 (Alternate Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 12 (Term and Termination).

Alternative Remedy in Lieu of Termination. Lyra stipulates and agrees that Lian’s decision to enter into this Agreement and invest in the Development of the Licensed Products is premised upon the assumption that Lyra will perform its obligations under this Agreement, and that a material breach of certain obligations under this Agreement as explicitly set forth in this Section 12.4 (Alternative Remedy in Lieu of Termination) by Lyra will undermine the economic fundamentals of the transaction for Lian, and that in such event Lian’s damages arising from Lyra’s breach would be of uncertain amount and difficult to prove. If Lian has a right to terminate this Agreement pursuant to Section 12.3(a) (Termination for Material Breach) as a result of a breach (i.e., such breach constitutes a material breach and is not cured within the applicable cure period and following any dispute resolution proceedings) by Lyra of [***], then Lian may elect, in lieu of so terminating and as Lian’s sole and exclusive remedy with respect to such breach, to have this Agreement continue on all the terms herein save that all Milestone Payments and royalties payable thereafter by Lian to Lyra hereunder will be reduced by [***]. [***].

Alternative Remedy in Lieu of Termination. If Biogen has the right to terminate this Agreement pursuant to Section 12.2.1 (By Biogen), then in addition to any other remedies available to Biogen at law or in equity, in lieu of terminating this Agreement Biogen may, in its sole discretion, exercise an alternative remedy as follows: [***]

Alternative Remedy in Lieu of Termination. If, at any time during the Term, AstraZeneca has the right to terminate this Agreement for Cellectis’s material breach pursuant to Section 14.2.2 (Termination for Breach), then AstraZeneca may elect to continue this Agreement as modified by this Section 14.2.4 (Alternative Remedy in Lieu of Termination) by providing written notice to Cellectis, in which case, effective as of the date of such written notice: (a) the amount of any [***] shall be reduced by [***] of the applicable amount set forth in [***]; (b) [***] shall be equal to [***] of [***]; (c) AstraZeneca’s obligations under [***] shall terminate; and (d) all other provisions of this Agreement shall remain in full force and effect without change; For clarity, nothing in the foregoing shall affect AstraZeneca’s rights or remedies with respect to any other breach of this Agreement by Cellectis.

Alternative Remedy in Lieu of Termination. If, during the Term, CRISPR has the right to terminate this Agreement with respect to a Collaboration Product pursuant to Section 12.2.1 (which termination, if exercised, would be deemed an Opt-Out by Adicet pursuant to Section 12.6 and subject to Section 12.6.1), then in lieu of terminating this Agreement, (a) CRISPR will have the option to retain all of its rights under this Agreement for such Collaboration Product, (b) [***], and (c) the Collaboration Product allocation set forth in Section 9.1.1 will thereafter be adjusted (such that Adicet receives [***]. For the avoidance of doubt, except as set forth in this Section 12.7, if CRISPR exercises the alternative remedy set forth in this Section 12.7, then all other rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement subsequently expires or is terminated by either Party pursuant to this Article 12. Notwithstanding the foregoing, CRISPR may exercise its rights under this Section 12.7 to the extent applicable for each subsequent event giving rise to CRISPR’s right to terminate this Agreement with respect to a Collaboration Product pursuant to Section 12.2.1.

Alternative Remedy in Lieu of Termination. If Novartis has the right to terminate this Agreement in its entirety pursuant to Section 11.2.2(a) (Novartis’ Right to Terminate) (after giving effect to the applicable cure period under Section 11.2.2(a) (Novartis’ Right to Terminate)) for any material breach of this Agreement other than a payment breach, then in lieu of Novartis’ terminating this Agreement pursuant to Section 11.2.2(a) (Novartis’ Right to Terminate), Novartis will have the right to elect (in its sole discretion) by written notice to Ionis to have this Agreement continue in full force and effect, except that [***]; provided that such right, if exercised, will be Novartis’ sole and exclusive remedy with respect to the events giving rise to Novartis’ termination right. Novartis must provide Ionis with written notice that it is electing to exercise the alternative remedy set forth in this Section 11.4 (Alternative Remedy in Lieu of Termination) within [***] after expiration of the applicable cure period (as tolled pursuant to Section 11.2.4 (Disputes Regarding Material Breaches)) and, in any event, prior to initiating the damages phase of any arbitration proceeding with respect to such breach pursuant to Section 13.1 (Arbitration).