Common use of Termination by Astellas Clause in Contracts

Termination by Astellas. Astellas may terminate this Agreement for any reason under this Section 15.2 without any penalty, consequence, termination compensation, loss of profits, goodwill indemnity or otherwise solely by reason of such termination (i.e., without prejudice to any remedies XenoPort may have for a breach of this Agreement by Astellas), as a whole or on a country-by-country basis with respect to countries in the Territory upon written notice to XenoPort; provided that such notice is given after the third anniversary of the Effective Date. In the event Astellas elects to terminate this Agreement under this Section 15.2 with respect to Japan, Astellas shall have elected to terminate this Agreement in whole. Without limiting the other provisions of this Agreement, if, at any time after the First Commercial Sale of a Product in a country, [… * …] with respect to such country (if a country in the Territory other than Japan), or as a whole (if such country is Japan); and this Agreement shall so terminate upon such notice by XenoPort without any penalty, consequence, termination compensation, loss of profits, goodwill indemnity or otherwise solely by reason of such deemed termination.

Termination by Astellas. Astellas may terminate this Agreement for any reason under this Section 15.2 without any penalty, consequence, termination compensation, loss of profits, goodwill indemnity or otherwise solely by reason of such termination (i.e., without prejudice to any remedies XenoPort may have for a breach of this Agreement by Astellas), as a whole or on a country-by-country basis with respect to countries in the Territory upon written notice to XenoPort; provided that such notice is given after the third anniversary of the Effective Date. In the event Astellas elects to terminate this Agreement under this Section 15.2 with respect to Japan, Astellas shall have elected to terminate this Agreement in whole. Without limiting the other provisions of this Agreement, if, at any time after the First Commercial Sale of a Product in a country, [… ... * …...] with respect to such country (if a country in the Territory other than Japan), or as a whole (if such country is Japan); and this Agreement shall so terminate upon such notice by XenoPort without any penalty, consequence, termination compensation, loss of profits, goodwill indemnity or otherwise solely by reason of such deemed termination.