Supplier Right to Terminate. Subject to Section 19.8, Supplier shall have the right to terminate this Agreement, if: (i) Purchaser or Xxxxxx Canada challenges the validity of any of the Intellectual Property related to the Product, (ii) Xxxxxx Canada has not launched the Product in the Territory on or before [*] months from the date of execution of this Agreement, (iii) Purchaser does not spend at least $[*] million on advertising and promotional expenses for the Product during the first year after First Commercial Sale, (iv) Purchaser does not spend during the second year after First Commercial Sale, an amount equal to at least [*]% of the actual advertising and promotional expenses incurred by Purchaser during the first year after First Commercial Sale; (v) Purchaser does not spend during the third year after First Commercial Sale, an amount equal to at least [*]% of the actual advertising and promotional expenses incurred by Purchaser during the first year after First Commercial Sale, or (vi) the annual minimum Detailing thresholds (calculated on a PDE basis) set forth below is not achieved by Purchaser: First Launch Date Year Number of Planned Details First year after Launch Date [*] Planned PDEs Second year after Launch Date [*]% of the number of PDEs actually conducted by Purchaser during the first year after Launch Third Year after Launch Date [*]% of the number of PDEs actually conducted by Purchaser during the first year after Launch [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Calculation of the amounts set out in the table above shall be based on Purchaser’s internal automated call reporting system reports, and may be verified by Supplier pursuant to Supplier’s audit rights provided herein.
Supplier Right to Terminate. (a) In the event that the Purchaser is unable or otherwise fails to provide all requisite licenses, authorizations and permits for two (2) Shipments, the Purchaser, acting reasonably, may terminate this Agreement upon thirty (30) days written notice; provided that, in such circumstance, Supplier shall be under no obligation to supply any further Goods in following its delivery of such termination notice with the exception of pursuant to Purchase Orders for which a Confirmation has already been delivered and import licenses, authorizations and permits have been received.
Supplier Right to Terminate. Supplier shall have the right to terminate this Agreement solely in the event of a failure by Advanta to make timely payment of any Fees that are due and payable under this Agreement and that are not subject to good faith dispute by Advanta, which failure is not cured within sixty (60) days from the date Advanta receives written notice of such failure. Due to the impact any termination of this Agreement would have on Advanta’s business, Advanta’s failure to perform its responsibilities set forth in this Agreement (other than as provided in this Section 26.3) shall not be grounds for termination by Supplier. SUPPLIER ACKNOWLEDGES THAT ADVANTA WOULD NOT BE WILLING TO ENTER INTO THIS AGREEMENT WITHOUT ASSURANCES THAT THIS AGREEMENT MAY NOT BE TERMINATED BY SUPPLIER AND THAT SUPPLIER MAY NOT SUSPEND PERFORMANCE, EXCEPT, AND ONLY TO THE EXTENT, SUPPLIER TERMINATES PURSUANT TO THIS SECTION 26.3. 50 ****** — Denotes material that has been omitted and filed separately with the Commission.
