Termination by Novartis. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by action of the board of directors of Novartis, if (a) the Company Board or the Independent Directors shall have withdrawn or adversely qualified or modified the Recommendation or (b) there has been a breach of any representations, warranties, covenants or agreements made by the Company in this Agreement, or any such representations, warranties, covenants or agreements shall have become untrue or incorrect after the execution of this Agreement, such that (i) the condition set forth in either Section 8.2(a) or 8.2(b) would not be satisfied and (ii) such breach or failure to be true or correct is not curable by the Termination Date.
Termination by Novartis. Novartis may terminate this Agreement and the license granted herein for any reason, upon giving Juno [***] written notice. All payments made pursuant to Article III through the date of such termination shall be [***].
Termination by Novartis. Novartis may terminate this Agreement without cause at any time after the Effective Date in its entirety or on a Licensed Antibody-by-Licensed Antibody or country-by-country basis at any time on one hundred eighty (180) days prior written notice.
Termination by Novartis. Novartis may terminate this Agreement in its sole discretion effective the end of the first Option Year by giving TCS ninety (90) days' prior written notice.
Termination by Novartis. NOVARTIS may terminate this Agreement at any time with respect to one or more Drug Product Candidates or Drug Products, upon [***] prior written notice to VERTEX if [***]. In such event NOVARTIS, at the request of VERTEX, CONFIDENTIAL TREATMENT REQUESTED shall assign or otherwise transfer to VERTEX all of its regulatory filings with respect to the Drug Product Candidate or Drug Product as to which NOVARTIS has terminated this Agreement.
Termination by Novartis. (i) In the event that Midatech or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, inter partes review, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable or would not be infringed by Midatech’s activities absent the rights and licenses granted hereunder, Novartis shall have the right to immediately terminate this Agreement in its entirety, including the rights of any Sublicensees, upon written notice to Midatech.
Termination by Novartis. Notwithstanding anything to the contrary contained herein, Novartis shall have the right to terminate this Agreement, effective twelve (12) months after written notice to Celgene.
Termination by Novartis. Novartis shall have the right to terminate this Agreement, effective upon written notice of termination to Andrx in the event that:
Termination by Novartis. Novartis may terminate this Agreement in its sole discretion at any time during the term hereof in its entirety, or on a country-by-country basis without cause (a) on not less than ninety (90) days prior written notice to NexMed if such termination occurs prior to launch of such Product in such country, or (b) on not less than one hundred eighty (180) days prior written notice to NexMed if such termination occurs after the launch of such Product in such country, in which case Novartis’ obligation to perform any further work under this Agreement shall cease in such country as of the date of such notice; provided that in no event shall Novartis have the right to terminate this Agreement pursuant to this Clause 11.3 unless and until Novartis has completed the first Phase III Clinical Trial for the NexMed Formulation, subject to Clause 5.1.
Termination by Novartis. 39 13.5 Effect of Termination.................................................................................40 ARTICLE XIV -- INDEMNIFICATION...................................................................................40 14.1 Indemnification by VERTEX.............................................................................40 14.2 Indemnification by NOVARTIS...........................................................................41 14.3 Claims Procedures.....................................................................................41 14.4 Compliance............................................................................................43 14.5 Insurance.............................................................................................43
