MPP Right to Terminate Clause Samples
MPP Right to Terminate. MPP shall have the right to terminate this Agreement, either in whole or in relation to a particular Patent, with immediate effect by notice in writing to Licensee if:
(a) Licensee breaches any of the anti-diversion provisions of Section 5 of this Agreement;
(b) MPP becomes aware of any action (including any official notifications or communications) taken by any Agency involving a determination of Licensee’s failure to comply with cGMP in connection with for the manufacture and handling of the Licensed Products, or otherwise reasonably determines that, due to material deficiencies in Licensee’s compliance, or repeated failure to comply, with the quality requirements of Section 9.1, Licensee is unable to reliably and consistently manufacture Compound or Licensed Product in accordance with such quality requirements;
(c) Licensee fails to comply with the obligations contained in Section 3.7 of this Agreement;
(d) Licensee fails to comply with the obligations contained in Section 3.12 of this Agreement;
(e) Licensee repeatedly fails to comply with, or to timely provide MPP with the reports contemplated under this Agreement, including, but not limited to, the reports required under Sections 3.4, 3.8, 3.9, 4.5 and 11.2 of this Agreement;
(f) Licensee fails to file for WHO Prequalification of the Licensed Product within six (6) months of a WHO Expression of Interest for the Licensed Product or such other time as may be mutually agreed between the Parties;
(g) any material safety issue that Pfizer or MPP reasonably believes makes it inadvisable to proceed or continue with the Commercialization of Licensed Product in the Territory;
(h) the legal or beneficial ownership of Licensee or any of its Affiliates changes, directly or indirectly, without the prior written consent of Pfizer and MPP in accordance with Section 14.8;
(i) any serious or intentional violation of any Applicable Law or misappropriation of a Third Party’s intellectual property rights by Licensee anywhere in the world, which in Pfizer’s and MPP’s judgement, may reflect unfavorably on Pfizer, MPP, their reputation or Licensed Product; or
(j) Licensee is in breach of Section 8.3, Section 8.4 or Section 8.5 of this Agreement.
MPP Right to Terminate. MPP shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Gilead.
MPP Right to Terminate. MPP shall have the right to terminate this Agreement, either in whole or in relation to a particular Patent, with immediate effect by notice in writing to Licensee if:
MPP Right to Terminate. MPP shall have the right to terminate this Agreement, either in whole or in relation to a particular Patent, with immediate effect by notice in writing to Licensee if:
( a) Licensee breaches any of the anti- diversion provisions of Section 5 of this Agreement;
( b) MPP becomes aware of any action ( including any official notifications or communications) taken by any Agency involving a determination of Licensee’ s failure to comply with cGMP in connection with for the manufacture and handling of the Licensed Products, or otherwise reasonably determines that, due to material deficiencies in Licensee’s compliance, or repeated failure to comply, with the quality requirements of Section 9. 1 , Licensee is unable to reliably and consistently manufacture Compound or Licensed Product in accordance with such quality requirements;
( c) Licensee fails to comply with the obligations contained in Section 3.7 of this Agreement;