Termination for Failure to Develop or Commercialize Sample Clauses
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Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Eiger fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Eiger has not cured such breach within [ * ] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Eiger disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in BMS’ favor and Eiger fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 [ * ] after receipt of the notice from BMS, it shall have [ * ] after an arbitrator’s decision in favor of BMS to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Eiger has cured any such breach or default prior to the expiration of such remaining cure period. If there is a dispute as to whether Eiger has cured within the remaining cure period following the arbitrator’s decision, such dispute [ * ], provided, that [ * ].
Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Company has not cured such breach within [***] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, identifies the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period. The cure period shall be tolled pending resolution of any bona fide dispute between the Parties as to whether any such material breach has occurred. If there is a dispute as to whether company has cured within the remaining cure period following such resolution, such dispute [***].
Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that (a) Company has not cured such breach within [* * *] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period.
Termination for Failure to Develop or Commercialize. 11.5.1 D&D will be entitled to terminate this Agreement in its entirety (for all Licensed Products) throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any Licensed Compounds and Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities.
11.5.2 D&D will be entitled to terminate this Agreement with respect to all D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any D&D Amylin Platform Licensed Compounds, Metsera Amylin Platform Licensed Compounds, D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities. In the event that this Agreement is terminated with respect to all D&D Amylin Platform Licensed Products and Metsera Amylin Platform Licensed Products, “oral Amylin Agonist” shall be deleted from the definition of Competitive Product.
11.5.3 D&D will be entitled to terminate this Agreement with respect to all DD02S Licensed Products, DD03 Licensed Products, D&D GLP-1 Platform Licensed Products and Metsera GLP-1 Platform Licensed Products throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any DD02S Licensed Products, DD03 Licensed Pr...
Termination for Failure to Develop or Commercialize. In the event that Licensee (i) does not perform Development activities for a Product in any country in accordance with the Development Plan or (ii) fails to Commercialize a Product in any country in the Licensee Territory in accordance with the Commercialization Plan, then Licensor may provide written notice of such non-performance or failure to Licensee. If Licensee fails to cure such non-performance or failure within ninety (90) days after receipt of such notice, Licensor may terminate this Agreement with respect to such country and such Product by providing thirty (30) days’ prior written notice thereof to Licensee.
Termination for Failure to Develop or Commercialize. D&D will be entitled to terminate this Agreement in its entirety (for all Licensed Products) throughout the Territory upon [***] prior written notice to Metsera if, after the completion of all activities under the Research Collaboration Agreement, Metsera does not conduct any Development or Commercialization activities with respect to any Licensed Compounds and Licensed Products for a period of [***], and such failure to conduct Development or Commercialization activities is not due to Force Majeure, and Metsera does not commence any such activities within such [***] notice period; provided that planning activities, activities undertaken to resolve any clinical hold or supply failure and all similar activities will be considered Development or Commercialization activities.
Termination for Failure to Develop or Commercialize. In the event BioAge fails to perform any material development or commercialization activities with respect to the Products for a period of [*], and such failure is not due to reasons outside of BioAge’s control (including, without limitation, a regulatory hold or force majeure event), then without limiting other available remedies, Amgen shall have the right to terminate this Agreement (1) in the U.S., European Union or Japan, with respect to the applicable country or region, or (2) in the remainder of the Territory excluding the U.S., European Union and Japan (“ROW”), if no such development or commercialization activities occur anywhere in ROW; provided, however, that such termination will not be effective if such failure has been cured within [*] after written notice thereof is given by Amgen to BioAge regarding such failure.
Termination for Failure to Develop or Commercialize. Licensor shall have the right to terminate this Agreement in its entirety in the event that Licensee fails to fulfill its obligations to execute the Development Plan in accordance with Exhibit A-1, provided that Licensee has not cured such breach within three (3) months following written notice by Licensor which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Licensee disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in Licensor’s favor and Licensee fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 10 days after receipt of the notice from Licensor, it shall have 30 days after an arbitrator’s decision in favor of Licensor to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Licensee has cured any such breach or default prior to the expiration of such remaining cure period.
Termination for Failure to Develop or Commercialize. Subject to Section 13.2.3 below, AMRI shall have the right to terminate this Agreement on a country-by-country basis or in all countries as the case may be, (except as otherwise set forth in this Section 13.2.2), at AMRI’s sole discretion, in the event that BMS fails to use Commercially Reasonable Efforts to Develop or Commercialize at least one Licensed Compound or Licensed Product in the Territory. Termination under this Section 13.2.2 shall apply to all Licensed Compounds and Licensed Products, but only for the affected country or countries, provided however, that (i) if the applicable termination event relates to the United States, then the termination shall apply to all countries in the Territory, and (ii) if the applicable termination event relates to any country other than the United States, then the termination shall apply only to that country. For clarity, it is understood and acknowledged that to the extent BMS uses Commercially Reasonable Efforts (by itself or through its Affiliates or sublicensees) to Develop at least one Licensed Compound or Licensed Product through a centralized filing with the EMEA, BMS shall be deemed to be using Commercially Reasonable Efforts to Develop at least one Licensed Compound or Licensed Product with respect to all countries in Europe.