Alternative to Termination. Notwithstanding the foregoing, in the event this Agreement (or any particular Terminated Right) may otherwise be validly terminated by Merck pursuant to Section 15.3(a), then in lieu of such termination, Merck may elect, at its option, to [***] but otherwise to continue this Agreement in force with respect to such Terminated Right.
Alternative to Termination. If termination is not feasible, the Covered Entity shall report the breach to the Secretary of the Department of Health and Human Services.
Alternative to Termination. (a) AEMO (as an alternative to termination under clause 3.5) may, by notice to the Service Provider, reduce the relevant Maximum Service Quantity to a quantity AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO, including information provided by the Service Provider in accordance with Schedule 2. Clause 10.4 applies with respect to the Security to the extent of the proportionate difference between the Maximum Service Quantity and the reduced Maximum Service Quantity.
Alternative to Termination. If AstraZeneca has the right to terminate this Agreement under Section 9.3(a) (including expiration of all applicable cure periods thereunder), in lieu of exercising such termination right, AstraZeneca may elect once by written notice to Moderna before the end of such applicable cure period to have this Agreement continue in full force and effect, in which case the following will apply:
Alternative to Termination. If Neurocrine has the right to terminate this Agreement pursuant to Section 13.2(b) for Xenon’s uncured material breach, then in lieu of such termination, Neurocrine may elect, upon written notice to Xenon: (i) to reduce all subsequent payments from Neurocrine to Xenon under this Agreement by fifty percent (50%) or (ii) to terminate this Agreement.
Alternative to Termination. If Pharming is entitled to terminate this Agreement under Section 11.2(a), in lieu of termination Pharming may notify Novartis of its election to continue with this Agreement on its terms; provided, that with respect to any amounts that become payable to Novartis after the date of such notice, each amount of Milestone Payment set out in the table in Section 8.2 and the table in Section 8.3, each royalty rate set out in the table in Section 8.4(a) and the amounts payable under Section 8.5, shall be [***] of such amount or rate (as applicable), and this Agreement shall be deemed to be amended to reflect such reduced Milestone Payments, royalty rates and amounts effective from the date of such notification to Novartis. Any such election by Pharming shall be without prejudice to Pharming’s right to terminate this Agreement at a later date pursuant to Section 11.2(a); provided, further, and without limiting
Alternative to Termination. (a) If Astellas has the right to terminate this Agreement pursuant to Section 15.04 (Termination for Breach) on account of Frequency’s uncured material breach, then Astellas may elect by written notice to Frequency within [***] ([***]) days following a final determination thereof to exercise its rights under this Section 15.07 (Alternative to Termination) in lieu of exercising its right under Section 15.04 (Termination for Breach) for such material breach. Upon Astellas’ election to exercise its rights under this Section 15.07 (Alternative to Termination), this Agreement will remain in full force and effect except that all future payments due from Astellas to Frequency under Section 9.03 (Development Milestone Payments), Section 9.04 (Commercial Milestone Payments) and Section 9.06 (Royalties) shall be reduced for the remainder of the Term by a percentage, such percentage not to exceed [***] percent ([***]%), subject to Section 15.07(c), that shall be mutually agreed upon by the Parties in good faith as a appropriate reasonable reflection of the damages incurred and to be incurred by Astellas as a result of Frequency’s material breach. For the avoidance of doubt, nothing in this Section 15.07 (Alternative to Termination) shall limit Astellas’ right to pursue any and all other remedies available for any such uncured material breach.
Alternative to Termination. In the event that Licensee is entitled to terminate this Agreement (in whole or in part, as applicable) pursuant to Section 13.3(a), Licensee may, upon written notice to Licensor, elect to retain the rights and licenses granted by Licensor to Licensee hereunder, with all payments obligations of Licensee under ARTICLE 8 with respect to [***] reduced by [***] after delivery of such notice. For clarity, such election by Licensee shall not release Licensor from its obligation to continue to use reasonable effort to cure the applicable material breach or limit the right of Licensee to terminate this Agreement (in whole or in part, as applicable) if such material breach is not cured.
Alternative to Termination. If Pharming is entitled to terminate this Agreement under Section 11.2(a), in lieu of termination Pharming may notify Novartis of its election to continue with this Agreement on its terms; provided, that with respect to any amounts that become payable to Novartis after the date of such notice, each amount of Milestone Payment set out in the table in Section 8.2 and the table in Section 8.3, each royalty rate set out in the table in Section 8.4(a) and the amounts payable under Section 8.5, shall be [***] of such amount or rate (as applicable), and this Agreement shall be deemed to be amended to reflect such reduced Milestone Payments, royalty rates and amounts effective from the date of such notification to Novartis. Any such election by Pharming shall be without prejudice to Pharming’s right to terminate this Agreement at a later date pursuant to Section 11.2(a); provided, further, and without limiting Section 11.2(b), Pharming’s ability to exercise its rights under this Section 12.1(e), or if previously exercised the application of this Section 12.1(e), shall each be stayed, and all relevant cure or notice periods tolled, during the pendency of any dispute resolution process under Section 15.5 relating to any alleged breach of this Agreement, Pharming’s right to terminate this Agreement, or Pharming’s exercise of rights under this Section 12.1(e), which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.5. If the arbitrators determine that Pharming does not or did not have the right to terminate the Agreement or exercise rights under this Section 12.1(e), then any notice delivered by Pharming to Novartis in respect of this Section 12.1(e) shall be of no effect.
Alternative to Termination. To the extent either Party acquires any right to terminate this Agreement with respect to any Target, Collaboration Target, Compound or Product (including Co-Development Targets and Co-Development Products) or Product-Specific Patent under Section 14.3.1, the non-breaching Party may, in lieu of such termination and without limiting any other rights and remedies, elect for this Agreement to continue in full force and effect with respect to such Target, Collaboration Target, Compound, Product or Product-Specific Patent (as applicable); provided, however, that in the event Novo acquires such termination right due to Dicerna’s breach of any of its obligations under Sections 3.1 and 3.2, Novo shall have the additional right, at its election upon notice to Dicerna, to either (a) have any and all amounts thereafter payable by Novo hereunder relating to or in any way connected with the applicable Target, Collaboration Target, Compound or Product, or the Product(s) Covered by the applicable Product-Specific Patent, for which Novo made such election under this Section 14.4 reduced by [* * *] or (b) seek damages through dispute resolution in accordance with Section 19.6. With respect to any such reduction relating to a Co-Development Product, Dicerna’s obligation to pay Post-Option Development Expenses shall also be reduced by [* * *]. For the avoidance of doubt, the non-breaching Party acquiring a right to terminate is not required to choose between exercising such termination right and such reduction right, and if the non-breaching Party elects to terminate this Agreement it may also seek damages through dispute resolution in accordance with Section 19.6.
