Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Product-by-Product and/or country-by-country basis upon written notice to Ambrx based on Safety Reasons. Upon such termination for Safety Reasons, BMS shall be responsible, at its expense, for the wind-down of any Development of the applicable Product (including any Clinical Trials for the applicable Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Product. Such termination shall become effective upon the date that BMS notifies Ambrx in writing that such wind-down is complete. Following any such notice of termination under this Section 3.2(b), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination. Following any such notice of termination under this Section 3.2(b), for the period ending upon the earlier of the end of the Research Term (in the absence of such termination) or six (6) months following the date of the notice of termination, BMS shall be responsible for the payment for (i) BMS funded Ambrx FTEs under Section 3.4 and (ii) the committed Third Party Costs (which have been agreed to by BMS and are set forth in the Research Plan in accordance with Section 3.4(c)); provided that, in each case, Ambrx shall use Diligent Efforts to avoid, cancel or otherwise limit such Third Party Costs incurred by Ambrx after BMS’ notice of termination. If Ambrx does not agree with BMS’ opinion that BMS’ termination was due to Safety Reasons, such dispute shall be handled in accordance with Section 16.2. If such dispute is resolved pursuant to Section 16.2 in Ambrx’s favor, in such case such termination shall be treated as a termination by BMS under Section 13.2(a).
Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Collaboration Target-by-Collaboration Target basis upon written notice to CytomX based on Safety Reasons. Upon such termination for Safety Reasons, BMS shall be responsible, at its expense, for the wind-down of any Development of applicable Product (including any Clinical Trials for the applicable Product being conducted by or on behalf of BMS) and any Commercialization activities for applicable Product. Such termination shall become effective upon the date that BMS notifies CytomX in writing that such wind-down is complete. Following any such notice of termination under this Section 13.2(b), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Product-by-Product basis for the Territory as a whole only upon written notice to BN based on Safety Reasons. Notwithstanding any such notice of termination under this Section 12.2(b), any milestone payments under Section 8.4 will be due, and no milestone payments under Sections 8.2 and 8.3 will be due, on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS for Safety Reasons. BMS may terminate the Agreement in Cancer Territory as a whole, with respect to all Co-Developed Products and with respect to the entire Cancer Field upon written notice to Alder based on Safety Reasons; such termination for Safety Reasons shall be subject to this Section 13.2(b)(ii) and Section 13.10, unless Alder disputes the existence of a Safety Termination and such dispute is resolved pursuant to Section 16.2 in Alder’s favor, in which case such termination shall be subject to Section 13.2(b)(i). Upon such termination for Safety Reasons, BMS shall be responsible at its expense for the wind-down of any (i) Development activities being conducted by or on behalf of BMS for the Co-Developed Product outside the Joint Cancer Development Plan (i.e., activities for which the costs are not included in the Cancer Development Costs) for the Co-Developed Products in the Cancer Territory and (ii) Commercialization activities for the Co-Developed Products in the Cancer Territory. Such termination shall become effective upon the date that BMS notifies Alder in writing that such wind-down is complete. BMS shall continue to be responsible for its share of Cancer Development Costs after such termination only to the extent that such Cancer Development Costs are incurred to wind-down and discontinue the Development activities under the Joint Cancer Development Plan. No milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS for Safety Reasons. BMS may terminate this Agreement in its entirety or on a country-by-country basis upon written notice to Immatics based on Safety Reasons, [**].
Termination by BMS for Safety Reasons. BMS may terminate this Agreement [**] upon written notice to uniQure based on Safety Reasons. Termination under this Section 13.2(b) for a particular Collaboration Target shall include any and all Therapeutics and Products for such Collaboration Target. Termination under this Section 13.2(b) for a particular Therapeutic shall include any and all Products related to such Therapeutic. Upon such termination for Safety Reasons, BMS (or the applicable Affiliate or Sublicensee of BMS) shall be responsible, at its expense, for the wind-down of any Development of the applicable Therapeutic or Product (including any Clinical Trials for the applicable Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Product. Such termination shall become effective upon the date that BMS notifies uniQure in writing that such wind-down is complete, but in any event no later than six (6) months after uniQure has received the termination from BMS pursuant to sentence 1 of this Section 13.2(b). Following any such notice of termination under this Section 13.2(b), [**]. Instead, if uniQure notifies BMS in writing that it wants to pursue the research, Development and/or Commercialization of any Therapeutic, Product or Collaboration Target terminated for Safety Reasons, BMS will only be required to provide the data generated for such Therapeutic, Product or Collaboration Target, BMS will withdraw or have withdrawn all Regulatory Materials for such Therapeutic or Product, uniQure will have the right to re-file the data provided by BMS, and no royalty or any other payment will be due to BMS for the research, Development or Commercialization of such Therapeutic, Product or Collaboration Target by uniQure.
Termination by BMS for Safety Reasons. BMS may terminate the Agreement in the Licensed Territory as a whole with respect to all Licensed Products and with respect to the entire Licensed Field upon written notice to Alder based on Safety Reasons; such termination for Safety Reasons shall be subject to this Section 13.2(a)(ii) and Section 13.10, unless Alder disputes the existence of a Safety Termination and such dispute is resolved pursuant to Section 16.2 in Alder’s favor, in which case such termination shall be subject to Section 13.2(a)(i). Upon such termination for Safety Reasons, BMS shall be responsible at its expense for the wind-down of any Development (including without limitation any clinical trials for the Licensed Product being conducted by or on behalf of BMS) and any Commercialization activities for the Licensed Products. Such termination shall become effective upon the date that BMS notifies Alder in writing that such wind-down is complete. [***].
Termination by BMS for Safety Reasons. BMS may terminate this Agreement in its entirety (or on a Licensed Product-by-Licensed Product basis) upon written notice to Five Prime based on Safety Reasons, which determination shall not be subject to arbitration or any other dispute resolution process hereunder, except with respect to the question of whether such decision was made by BMS in good faith. Upon such termination for Safety Reasons, BMS shall be responsible, at its expense, for the wind-down of all Development of Licensed Products (including all Clinical Trials being conducted by or on behalf of BMS or its Affiliates or sublicensees) and all Commercialization activities for Licensed Products. Such termination shall become effective upon the date that BMS notifies Five Prime in writing that such wind-down is complete. Following any such notice of termination under this Section 10.2(a)(ii), no milestone payments under Section 7.2 will be due on milestones achieved for the terminated Licensed Products with respect to the terminated countries, as applicable, during the period between the notice of termination and the effective date of termination.
Termination by BMS for Safety Reasons. BMS may terminate the Agreement in the Licensed Territory as a whole with respect to all Licensed Products and with respect to the entire Licensed Field upon written notice to Alder based on Safety Reasons; such termination for Safety Reasons shall be subject to this Section 13.2(a)(ii) and Section 13.10, unless Alder disputes the existence of a Safety Termination and such dispute is resolved pursuant to Section 16.2 in Alder’s favor, in which case such termination shall be subject to Section 13.2(a)(i). Upon such termination for Safety Reasons, BMS shall be responsible at its expense for the wind-down of any Development (including without limitation any clinical trials for the Licensed Product being conducted by or on behalf of BMS) and any Commercialization activities for the Licensed Products. Such termination shall become effective upon the date that BMS notifies Alder in writing that such wind-down is complete. No milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Licensed Compound-by-Licensed Compound, Licensed Product-by-Licensed Product or Collaboration Target-by-Collaboration Target basis as to the entire Territory or with respect to any country (on a country-by-country basis) upon written notice to Exscientia based on Safety Reasons. Upon such termination for Safety Reasons, BMS (or the applicable Affiliate or Sublicensee of BMS) shall be responsible, at its expense, for the wind-down of any Development of the applicable Licensed Compound or Licensed Product (including any Clinical Trials for the applicable Licensed Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Licensed Product. Such termination shall become effective upon the date that BMS notifies Exscientia in writing that such wind-down is complete. Following any such notice of termination under this Section 13.2(a), no milestone payments under Section 8.3 will be due on milestones achieved during the period between the notice of termination and the effective date of termination provided that, during the period between the notice of termination under this Section 13.2(b) and the effective date of termination, Exscientia’s diligence obligations under Sections 3.1, 3.7 and 4.1 and BMS’ diligence obligations under Sections 3.7, 4.1 and 5.1 shall not apply. BMS’ (or any Affiliate’s or any Sublicensee’s) decision to terminate for a Safety Reason shall be final, and Exscientia may not arbitrate or litigate such decision. If BMS terminates any Licensed Product or Collaboration Target for a Safety Reason, Section 13.7 will not apply.
