Common use of Termination due to Clause in Contracts

Termination due to. ▇. ▇▇▇▇▇▇, in its sole discretion, may terminate this Agreement, in whole or with respect to Korea, during the period of [***] after Marketing Approval of the Rhopressa Product in Korea (such [***] period, the [***]) if (i) [***] and (ii) either of the following occurred: (A) [***], or (B) [***] (clause (A) or (B), a “[***]”); provided, however, [***], unless and until [***], in which case (x) [***] (a “[***]”), and (y) [***]; and provided further that if such [***]. Santen may terminate this Agreement, in whole or with respect to Korea, pursuant to this Section 13.3.5(a) by providing written notice delivered to Aerie within [***] after a [***] (without a [***]) or a [***] (without a [***]), as applicable. b. In the event that neither clause (A) nor clause (B) of Section 13.3.5(a) occurs within the [***], both Parties will discuss in good faith to evaluate any issues arising from the [***]; provided, however, that Santen shall have the right to terminate this Agreement, [***]; provided further, however, that in the event of such termination [***], (i) Santen shall not be entitled to any portion of the [***] and (ii) in the event of any subsequent Damages Award, (x) Aerie’s aggregate liability for such Damages Award shall be [***] and (y) [***], which obligation and liability shall survive termination of this Agreement.

Termination due to. ▇. ▇▇▇▇▇▇, in its sole discretion, may terminate this Agreement, in whole or with respect to KoreaJapan, during the period of [***] after Marketing Approval of the Rhopressa Product in Korea Japan (such [***] period, the [***]) ), if (i) [***] and (ii) either of the following occurred: (A) [***], or (B) [***] that (1) any of the Products [***] or (2) [***] (clause (A) or (B), a “[***]”); provided, however, that, notwithstanding the foregoing, in the event that Santen is a party to a pending court proceeding that may reasonably be expected to result in the outcome described in [***], Santen shall not [***] unless and until [***], in which case (x) Santen shall be entitled to [***] (a “[***]”), and (y) Aerie shall be obligated to [***]; and provided further that if such [***], Santen shall not have the right to [***]. Santen may terminate this Agreement, in whole or with respect to KoreaJapan, pursuant to this Section 13.3.5(a13.3.4(a) by providing written notice delivered to Aerie within [***] after a [***] (without a [***]) or a [***] (without a [***]), as applicable. b. In the event that neither clause (A) nor clause (B) of Section 13.3.5(a13.3.4(a) occurs within the [***], both Parties will discuss in good faith to evaluate any issues arising from the [***]; provided, however, that Santen shall have the right to terminate this Agreement, [***], which claim or allegation would reasonably be expected to result in a Damages Award against Santen; provided further, however, that in the event of such termination [***], (i) Santen shall not be entitled to any portion of the [***] Termination Refund and (ii) in the event of any subsequent Damages Award, (x) Aerie’s aggregate liability for such Damages Award shall be [***] and (y) [***], which obligation and liability shall survive termination of this Agreement.