Termination for Failure to Develop or Commercialize Sample Clauses

POPULAR SAMPLE Copied 3 times
Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Eiger fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Eiger has not cured such breach within [ * ] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Eiger disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in BMS’ favor and Eiger fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 [ * ] after receipt of the notice from BMS, it shall have [ * ] after an arbitrator’s decision in favor of BMS to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Eiger has cured any such breach or default prior to the expiration of such remaining cure period. If there is a dispute as to whether Eiger has cured within the remaining cure period following the arbitrator’s decision, such dispute [ * ], provided, that [ * ].
View SourceView Similar (4)
Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Company has not cured such breach within [***] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, identifies the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period. The cure period shall be tolled pending resolution of any bona fide dispute between the Parties as to whether any such material breach has occurred. If there is a dispute as to whether company has cured within the remaining cure period following such resolution, such dispute [***].
View SourceView Similar (3)
Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that (a) Company has not cured such breach within [* * *] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period.
View SourceView Similar (3)
Termination for Failure to Develop or Commercialize. 11.5.1 D&D will be entitled to terminate this Agreement in its entirety (for all Licensed Products) throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any Licensed Compounds and Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities. 11.5.2 D&D will be entitled to terminate this Agreement with respect to all D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any D&D Amylin Platform Licensed Compounds, Metsera Amylin Platform Licensed Compounds, D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities. In the event that this Agreement is terminated with respect to all D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products, “oral Amylin Agonist” shall be deleted from the definition of Competitive Product. 11.5.3 D&D will be entitled to terminate this Agreement with respect to all DD02S Licensed Products, DD03 Licensed Products, D&D GLP-1 Platform Licensed Products and Metsera GLP-1 Platform Licensed Products throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any DD02S Licensed Products, DD03 Licensed Pr...
View SourceView Similar (2)
Termination for Failure to Develop or Commercialize. In the event that Licensee (i) does not perform Development activities for a Product in any country in accordance with the Development Plan or (ii) fails to Commercialize a Product in any country in the Licensee Territory in accordance with the Commercialization Plan, then Licensor may provide written notice of such non-performance or failure to Licensee. If Licensee fails to cure such non-performance or failure within ninety (90) days after receipt of such notice, Licensor may terminate this Agreement with respect to such country and such Product by providing thirty (30) days’ prior written notice thereof to Licensee.
View SourceView Similar (2)
Termination for Failure to Develop or Commercialize. D&D will be entitled to terminate this Agreement in its entirety (for all Licensed Products) throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any Licensed Compounds and Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities.
View SourceView Similar (2)
Termination for Failure to Develop or Commercialize. In the event BioAge fails to perform any material development or commercialization activities with respect to the Products for a period of [*], and such failure is not due to reasons outside of BioAge’s control (including, without limitation, a regulatory hold or force majeure event), then without limiting other available remedies, Amgen shall have the right to terminate this Agreement (1) in the U.S., European Union or Japan, with respect to the applicable country or region, or (2) in the remainder of the Territory excluding the U.S., European Union and Japan (“ROW”), if no such development or commercialization activities occur anywhere in ROW; provided, however, that such termination will not be effective if such failure has been cured within [*] after written notice thereof is given by Amgen to BioAge regarding such failure.
View SourceView Similar (2)
Termination for Failure to Develop or Commercialize. Licensor shall have the right to terminate this Agreement in its entirety in the event that Licensee fails to fulfill its obligations to execute the Development Plan in accordance with Exhibit A-1, provided that Licensee has not cured such breach within three (3) months following written notice by Licensor which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Licensee disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in Licensor’s favor and Licensee fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 10 days after receipt of the notice from Licensor, it shall have 30 days after an arbitrator’s decision in favor of Licensor to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Licensee has cured any such breach or default prior to the expiration of such remaining cure period.
View Source
Termination for Failure to Develop or Commercialize. Subject to Section 13.2.3 below, AMRI shall have the right to terminate this Agreement on a country-by-country basis or in all countries as the case may be, (except as otherwise set forth in this Section 13.2.2), at AMRI’s sole discretion, in the event that BMS fails to use Commercially Reasonable Efforts to Develop or Commercialize at least one Licensed Compound or Licensed Product in the Territory. Termination under this Section 13.2.2 shall apply to all Licensed Compounds and Licensed Products, but only for the affected country or countries, provided however, that (i) if the applicable termination event relates to the United States, then the termination shall apply to all countries in the Territory, and (ii) if the applicable termination event relates to any country other than the United States, then the termination shall apply only to that country. For clarity, it is understood and acknowledged that to the extent BMS uses Commercially Reasonable Efforts (by itself or through its Affiliates or sublicensees) to Develop at least one Licensed Compound or Licensed Product through a centralized filing with the EMEA, BMS shall be deemed to be using Commercially Reasonable Efforts to Develop at least one Licensed Compound or Licensed Product with respect to all countries in Europe.
View Source

Related to Termination for Failure to Develop or Commercialize

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

  • Termination Notice for Force Majeure Event 21.7.1 If a Force Majeure Event subsists for a period of 60 (sixty) days or more within a continuous period of 120 (one hundred and twenty) days, either Party may in its discretion terminate this Agreement by issuing a Termination Notice to the other Party without being liable in any manner whatsoever, save as provided in this Article 21, and upon issue of such Termination Notice, this Agreement shall, notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided that before issuing such Termination Notice, the Party intending to issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen) days time to make a representation, and may after the expiry of such 15 (fifteen) days period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.