Termination by GSK. GSK may terminate this Agreement in its sole discretion on a country-by-country basis, or in its entirety, by giving Unigene at least ninety (90) days written notice (with such written notice to include a reasonably detailed explanation of the reasons for the termination, including the applicable provision of this Section 10.4 and the supporting evidence therefore) thereof at any time for any of the reasons set forth below based on a reasonable determination by GSK, using the same standards GSK would use in assessing whether or not to continue development or commercialization of a product of its own making in its own portfolio, that:
Termination by GSK with Respect to the OBD Chronic Product. ----------------------------------------------------------
Termination by GSK. GSK has the right to terminate this Agreement as set forth in this Section 12.3.
Termination by GSK. 11.3.1 GSK may terminate this Agreement upon written notice to VALEANT (a) immediately in the event of a material breach by VALEANT or its Affiliates of this Agreement, provided that VALEANT has received prior written notice from GSK of such breach, specifying in reasonable detail the particulars of the alleged breach, such breach is continuing for ninety (90) days after such notice and such breach has not been cured within such ninety (90) day period; (b) immediately in the event (i) that VALEANT becomes insolvent or is unable to pay its debts when due; (ii) VALEANT files a petition in bankruptcy, reorganization or similar proceeding, or, if such a petition is filed against VALEANT, such petition is not dismissed within ninety (90) days; (iii) VALEANT discontinues all of its business; (iv) a receiver is appointed or there is an assignment for the benefit of VALEANT’s creditors; (c) upon sixty (60) days' written notice to VALEANT, at GSK’s sole discretion, until sixty (60) days after receipt by GSK of a copy of the first Complete Response Letter by the FDA to the first NDA for the first Product under and as defined by the Prescription Drug User Fee Act; or (d) on a country by country and a Product by Product (or, if applicable, Additional Product by Additional Product) basis or in its entirety for any reason: (i) upon ninety (90) days’ prior written notice to VALEANT prior to the Launch of the first Product in the Field in such country in the Territory; and (ii) upon one hundred eighty (180) days’ prior written notice to VALEANT following the Launch of the first Product in the Field in such country in the Territory; provided that if GSK elects to terminate under this Section 11.3.1(d) on a Product by Product or Additional Product by PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS ("***"), AND THE OMITTED TEXT HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Additional Product basis, all dosage forms of such Product or Additional Product, as applicable, in the applicable country must be terminated.
Termination by GSK. In addition to any other remedies available at law or in equity, GSK may immediately terminate this Agreement in accordance with the following provisions of this Clause 15.2:
Termination by GSK. GSK may immediately terminate this Agreement with respect to any country in the GSK Territory or in its entirety at any time during the Term, for any reason whatsoever, by giving Myogen at least six (6) months' prior written notice thereof.
Termination by GSK. GSK shall have the unilateral right to terminate this Agreement on [*] day’s prior written notice if Zai Lab: (i) fails to reach the milestones scheduled in the Development Plan unless for reasons beyond the reasonable control of Zai Lab such as the requirements of competent Regulatory Authority, (ii) fails to make any payment owed to GSK for more than [*] days, or (iii) fails to use Commercially Reasonable Efforts in the Development and Commercialization of Products as provided for in this Agreement and does not cure such failure within [*] days after GSK’s notification of such failure. In the event of a good faith dispute with respect to the basis of any termination under Section 9.2(a)(iii), the cure period shall be tolled until such time as the dispute is resolved pursuant to Section 12.1 and GSK shall only have the right to terminate this Agreement if the dispute is resolved in its favor. [*] = 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 406 of the Securities Act of 1933, as amended.
Termination by GSK. 12.3.1 If Phase Forward materially breaches its obligations under this Agreement and such breach is not cured within thirty (30) days after receipt of written notice from GSK, GSK shall have the option: (i) to initiate the Dispute Resolution procedures set forth in Section 14.2, (ii) to terminate this Agreement; or (iii) to declare a breach of this Agreement but not terminate this Agreement and exercise any rights at law or in equity available to GSK. GSK's decision to pursue option (iii) shall mean GSK shall retain the license and other rights granted hereunder in respect of the Deliverables for the balance of the term applicable thereto specified in the applicable Order Schedule; provided however that (a) GSK shall deposit in escrow with a third party escrow agent mutually acceptable to the Parties all applicable fees due under this Agreement in respect of the retained license until such time as the liability of the parties resulting from the breach is adjudicated, (b) GSK shall contemporaneously therewith and as expeditiously as practicable, transfer the clinical trials and other work being performed using the Deliverables provided by Phase Forward hereunder to a replacement service provider; and (c) if Phase Forward is found to be in material breach hereof by a court of competent jurisdiction, the time period for calculation of GSK's damages resulting from such breach will end on the date that GSK elects option (iii). Phase Forward will promptly cooperate with and provide reasonable assistance to GSK in connection with such transfers.
Termination by GSK. Subject to Section 5.2 above, GSK may terminate this Agreement upon breach by ViroPharma of ARTICLE V if the breach is not cured within forty-five (45) days after written notice thereof to ViroPharma. In addition, GSK may terminate this Agreement upon breach by ViroPharma of any payment obligation contained herein, if such breach is not cured within five (5) business days after written notice thereof to ViroPharma.
Termination by GSK. (i) In the event of a termination of this Agreement by GSK pursuant to Section 11.2.1 (a) the rights and licenses granted by GSK to NeuroMetrix under Section 2.1.1 through Section 2.1.3 shall become irrevocable, (b) the rights and licenses granted by NeuroMetrix to GSK under Section 2.2 shall become irrevocable, (c) GSK’s obligation to Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. make the milestone payments set forth in Section 6.1 shall immediately terminate, and (d) the Restricted Period with respect to GSK’s obligations under Section 3.10.2 shall be deemed to be terminated and the restrictions on GSK under Section 3.10.2 shall be of no further effect.
