Common use of Termination by BMS at Will Clause in Contracts

Termination by BMS at Will. BMS may terminate this Agreement as a whole (at any time) or on a Region-by-Region (where the Regions are defined in Exhibit F Part B) and/or Product-by-Product basis (from and after the License Effective Date), effective upon [***] prior written notice to BN if the notice is given prior to the License Effective Date, [***] prior written notice to BN if such notice is given after the License Effective Date but prior to the First Commercial Sale of a Product in the Territory and on [***] prior written notice in all other cases. Where such termination occurs prior to the License Effective Date, the effect of such termination shall be as set forth in Section 12.6. Notwithstanding any such notice of termination under this Section 12.2(a) on or after the License Effective Date, any milestone payments under Section 8.4 will be due, and no milestone payments under Sections 8.2 and 8.3 will be due, on milestones achieved during the period between the notice of termination and the effective date of termination, and the terms of Section 12.7 shall apply. BN shall have the right to accelerate the effective date of termination by providing BMS with at least [***] prior notice specifying such date. BMS shall have no Diligent Efforts obligations with respect to the Development and Commercialization of the terminated Product(s) and terminated Region(s) during the period between providing notice of termination and the effective date of termination under this Section 12.2(a), provided that (i) BMS will generally (subject to normal course limitations, including responding to safety issues) act consistently with the product reversion clauses set forth in Section 12.7 (i.e., manage Product activities (e.g., required regulatory filings, trademark and patent prosecution and maintenance, fulfillment of Product contracts and orders on a timely basis, etc.) in the normal course so that reversion can be effected upon termination), and (ii) if BMS has filed an application for Regulatory Approval, it will continue to use Diligent Efforts manage the application process during the notice period.