Termination by BMS. BMS shall have the right to terminate this Agreement, at BMS’ sole discretion, as follows:
Termination by BMS. 13.5.1 Any rights granted by Ligand pursuant to this Agreement shall terminate on a country-by-country and Licensed Product-by-Licensed Product basis effective upon termination under Section 13.2 of the Upstream License Agreement with respect to such sublicensed rights; provided, however, that such sublicensed rights shall not terminate if, as of the effective date of such termination by BMS under Section 13.2 of the Upstream License Agreement, Retrophin is not in material breach of its obligations to Ligand under this Agreement, and within sixty (60) days of such termination Retrophin agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting Retrophin for Ligand.
Termination by BMS. BMS shall have the right to terminate this Agreement in the event that on or before the 18-month anniversary of the Effective Date SGI shall not have both:
Termination by BMS. (Section 11.2). If BMS terminates this Agreement pursuant to Section 11.2, with respect to a particular Product in one or more Regions, then the licenses granted to BMS under Section 7.1 shall automatically terminate solely with respect to such Product in such Region(s), and BMS shall, and hereby does, grant to PDL a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such Region(s). The license described in this Section 11.6(a) shall be exclusive (even as to BMS). PDL and its Affiliates and sublicensees shall have the right to Develop and Commercialize such Product in such Region(s) and shall not be subject to the restrictions set forth in Sections 3.5 and 7.6 with respect to such Product in such Region and such Product shall not be considered a Competing Product or part of a Competing Program.
Termination by BMS. In the event that Aurora materially breaches any of the rights granted to it, or any of the duties or obligations imposed on Aurora, under this Agreement, and such breach is not cured within 90 days following receipt of written notice from BMS to Aurora specifying such breach, then:
Termination by BMS. 22 12.3 Breach......................................................................22 12.4
Termination by BMS. BMS shall have the right to terminate this Agreement at any time prior to the Acceptance Date with respect to the Initial System, upon notice to IRORI, without further obligation to IRORI except as provided in this Section 12.2 and in Section 12.4(b). In conjunction with BMS's giving of any such notice, BMS shall pay the next payment of the Initial System Purchase Price that would have accrued under Section 4.2 if BMS had not terminated this Agreement. In addition, following any such termination, IRORI shall be entitled to retain all payments of the Initial System Purchase Price that BMS shall have made prior to the date of any such notice, and BMS shall remain liable to IRORI for all payments of the Initial System Purchase Price that shall have accrued but shall not have been paid prior to the date of any such notice.
Termination by BMS. This Agreement may be terminated as a whole by BMS at any time from and after the second anniversary of the EFFECTIVE DATE pursuant to written notice and payment if the applicable amount set forth below: Termination during period From and including anniversary To but excluding anniversary Pro Rata Amount Payable [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] $[*] Any foregoing amount payable by BMS is: (i) additional to all amounts that have in due course become payable under Section 4.4 and (ii) subject to any available credit resulting from any prior Milestone Payments made by BMS under Section 4.2
Termination by BMS. (Section 11.3). If this Agreement terminates pursuant to Section 11.3 with respect to a particular Product in any country, and Exelixis is the breaching Party, then the license granted to Exelixis under Section 7.2, and to BMS under Section 7.1, shall automatically terminate solely with respect to such Product in such country, and EXEL shall, and hereby does, grant to BMS a license, with the right to grant sublicenses, under the Exelixis Licensed Patents and Exelixis Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country, EPC shall, and hereby does, grant to BMS a license, with the right to grant sublicenses, under the Exelixis Licensed Patents to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(c) shall be non-exclusive, except that it shall be exclusive with respect to the manufacture, use and sale of such Product. For Products [*] prior to termination, the license described in this Section 11.5(c) shall be fully-paid and royalty-free. For Products [*] prior to termination and that are covered by a Valid Claim of an Exelixis Licensed Patent or BMS Licensed Patent in such country that, in either case, covers the Product or the manufacture, use or sale of such Product, the license described in this Section 11.5(c) shall bear a royalty of [*] of BMS’ Net Sales of such Product. For Products [*] prior to termination and that are covered by a Valid Claim of an Exelixis Licensed [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Patent or BMS Licensed Patent in such country that, in either case, covers the Product or the manufacture, use or sale of such Product, the license described in this Section 11.5(c) shall bear a royalty of [*] of BMS’ Net Sales of such Product. EPC’s right to receive royalties under this Section 11.5(c) shall expire on a country-by-country and Product-by-Product basis upon the later of: (i) [*]; or (ii) [*], in either case, [*].
Termination by BMS. In the event BMS and its subsidiaries, other than MJN, have ceased to beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of MJN, then (i) Procurement and Insurance Services provided by BMS may be terminated by BMS if the provision of any such Services would be prohibited by any relevant agreements with third-parties relating to procurement or insurance, as the case may be, and (ii) Legal and Audit Services provided by BMS may be terminated by BMS if the provision of any such Services would give rise to conflicts of interest as between BMS or any of its subsidiaries (other than MJN), on the one hand, and MJN or any of its subsidiaries, on the other hand; provided, however, in the case of clause (i) of this sentence, BMS shall, prior to any such termination, negotiate in good faith with the applicable third party to allow BMS to continue to provide such Service for a period of up to six (6) months so as to allow MJN to arrange for replacement services. MJN shall be responsible for any additional costs and expenses incurred by BMS in connection with the continuation of such Services beyond the date such Services would have otherwise terminated pursuant to the terms of the third party agreement.
