Common use of Termination of License Agreement Clause in Contracts

Termination of License Agreement. Except as otherwise provided in this section, the Parties hereby agree to terminate the License Agreement, which termination will be effective on a country per country basis as follows: (1) for all countries in the Territory other than those included in (2) and (3) below, on the earlier of (a), the date of receipt of the Governmental Body approval for the transfer of the MA of Kuvan from Merck Serono to [*] = 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 under the Securities Exchange Act of 1934, as amended. BioMarin for such country, (in each case, the “Transfer Approval Date”), (b) on the date agreed to in writing by the Parties, and (c) December 31, 2016; (2) [*] and (3) [*] (the “License Termination Date”). The Parties further agree that, on and following the License Termination Date for a country, the License Agreement will have no further force or effect with respect to such country and all rights and obligations, including all rights and obligations identified in the License Agreement as surviving the termination of the License Agreement, of BioMarin and Merck Serono with respect to such country under the License Agreement shall cease and terminate on the License Termination Date; provided, however, that nothing in this Section 2.01 shall (i) prejudice any rights, claims, or causes of action that may have accrued to a party under the License Agreement with respect to a country prior to the applicable License Termination Date, or (ii) relieve any party to the License Agreement from liability for any breach of any of its representations, warranties, covenants or agreements set forth in the License Agreement with respect to a country prior to the applicable License Termination Date, including any obligation of any party relating to payments, fees or costs under the License Agreement. On the License Termination Date, Merck Serono shall cease all Exploitation of the Products and shall have no further rights thereafter to Exploit the Products in the applicable country, except to the extent necessary to provide the Transition Services hereunder.

Termination of License Agreement. Except as otherwise provided in this section, the The Parties hereby agree to terminate the License AgreementAgreement with respect to the Products, which termination will be effective on a country per country basis as follows: (1) for all countries in the Territory other than those included in (2) and (3) below, on the earlier later of (a) January 1, 2016 or, if a Party has provided a valid written notice of termination of this Agreement pursuant to Section 8.01(b) or Section 8.01(c) due to the other Party’s misrepresentation or breach and the other Party has cured such misrepresentation or breach by the end of the cure period set forth in Section 8.01(b) or Section 8.01(c), as applicable, three Business Days following the date of receipt of the Governmental Body approval for the transfer of the MA of Kuvan from Merck Serono to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted such cure and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. BioMarin for such country, (in each case, the “Transfer Approval Date”), (b) on the Business Day immediately following the date agreed all waiting periods (including any extensions thereof) applicable to in writing the consummation of the transactions contemplated by the Parties, this Agreement under any competition Laws have expired or been terminated and (c) December 31, 2016; (2) [*] and (3) [*] the date of termination of the License Agreement pursuant to the Kuvan Termination Agreement (the “License Termination Date”). The Parties further agree that, on and following the License Termination Date for a countryDate, the License Agreement will will, with respect to the Products, have no further force or effect with respect to such country and all rights and obligationsobligations with respect to the Products, including all rights and obligations with respect to the Products identified in the License Agreement as surviving the termination of the License Agreement, of BioMarin and Merck Serono with respect to such country under the License Agreement shall cease and terminate on the License Termination Date; provided, however, that nothing in this Section 2.01 shall (i) prejudice any rights, claims, or causes of action that may have accrued to a party with respect to the Products under the License Agreement with respect to a country prior to the applicable date of the License Termination Date, or (ii) relieve any party to the License Agreement from liability for any breach of any of its representations, warranties, covenants or agreements with respect to the Products set forth in the License Agreement with respect to a country prior to the applicable License Termination Date, including any obligation of any party relating to payments, fees or costs under the License Agreement. On the License Termination Date, Merck Serono shall cease all Exploitation of the Products and shall have no further rights thereafter to Exploit the Products in the applicable country, except to the extent necessary to provide the Transition Services hereunderProducts.

Termination of License Agreement. Except as otherwise provided in this section, the Parties hereby agree to terminate the License Agreement, which termination will be effective on a country per country basis as follows: (1) for all countries in the Territory other than those included in (2) (3) (4) and (35) below, on the earlier of (a), the date of receipt of the Governmental Body approval for the transfer of the MA of Kuvan from Merck Serono to [*] = 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 under the Securities Exchange Act of 1934, as amended. BioMarin for such country, (in each case, the “Transfer Approval Date”), (b) on the date agreed to in writing by the Parties, and (c) December 31, 2016; (2) [*] and (3) [**] (the “License Termination Date”). The Parties further agree that, on and following the License Termination Date for a country, the License Agreement will have no further force or effect with respect to such country and all rights and obligations, including all rights and obligations identified in the License Agreement as surviving the termination of the License Agreement, of BioMarin and Merck Serono with respect to such country under the License Agreement shall cease and terminate on the License Termination Date; provided, however, that nothing in this Section 2.01 shall (i) prejudice any rights, claims, or causes of action that may have accrued to a party under the License Agreement with respect to a country prior to the applicable License Termination Date, or (ii) relieve any party to the License Agreement from liability for any breach of any of its representations, warranties, covenants or agreements set forth in the License Agreement with respect to a country prior to the applicable License Termination Date, including any obligation of any party relating to payments, fees or costs under the License Agreement. On the License Termination Date, Merck Serono shall cease all Exploitation of the Products and shall have no further rights thereafter to Exploit the Products in the applicable country, except to the extent necessary to provide the Transition Services hereunder.”

Termination of License Agreement. Except as otherwise provided in this section, the The Parties hereby agree to terminate the License Agreement, which termination will be effective on a country per country basis as follows: (1) for all countries in the Territory other than those included in (2) and (3) below, on the earlier later of (a) January 1, 2016 or, if a Party has provided a valid written notice of termination of this Agreement pursuant to Section 10.01(b) or Section 10.01(c) due to the other Party’s misrepresentation or breach and the other Party has cured such misrepresentation or breach by the end of the cure period set forth in Section 10.01(b) or Section 10.01(c), as applicable, three Business Days following the date of receipt expiration of the Governmental Body approval for the transfer of the MA of Kuvan from Merck Serono to [*] = Certain confidential information contained in this documentsuch cure period, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. BioMarin for such country, (in each case, the “Transfer Approval Date”), (b) on the Business Day immediately following the date agreed all waiting periods (including any extensions thereof) applicable to in writing the consummation of the transactions contemplated by the Parties, and (c) December 31, 2016; (2) [*] and (3) [*] this Agreement under any competition Laws have expired or been terminated (the “License Termination Date”). The Parties further agree that, on and following the License Termination Date for a countryDate, the License Agreement will have no further force or effect with respect to such country and all rights and obligations, including all rights and obligations identified in the License Agreement as surviving the termination of the License Agreement, of BioMarin and Merck Serono with respect to such country under the License Agreement shall cease and terminate on the License Termination Date; provided, however, that nothing in this Section 2.01 shall (i) prejudice any rights, claims, or causes of action that may have accrued to a party under the License Agreement with respect to a country prior to the applicable date of the License Termination Date, or (ii) relieve any party to the License Agreement from liability for any breach of any of its representations, warranties, covenants or agreements set forth in the License Agreement with respect to a country prior to the applicable License Termination Date, including any obligation of any party relating to payments, fees or costs under the License Agreement. On the License Termination Date, Merck Serono shall cease all Exploitation of the Products and shall have no further rights thereafter to Exploit the Products in the applicable countryProducts, except to the extent necessary to provide the Transition Services hereunder.

Termination of License Agreement. Except as otherwise provided in this section, the The Parties hereby agree to terminate the License Agreement, which termination will be effective on a country per country basis as follows: (1) for all countries in the Territory other than those included in (2) and (3) below, on the earlier later of (a) January 1, 2016 or, if a Party has provided a valid written notice of termination of this Agreement pursuant to Section 10.01(b) or Section 10.01(c) due to the other Party’s misrepresentation or breach and the other Party has cured such misrepresentation or breach by the end of the cure period set forth in Section 10.01(b) or Section 10.01(c), as applicable, three Business Days following the date of receipt of the Governmental Body approval for the transfer of the MA of Kuvan from Merck Serono to [*] = 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 under the Securities Exchange Act of 1934, as amended. BioMarin for expiration of such countrycure period, (in each case, the “Transfer Approval Date”), and (b) on the Business Day immediately following the date agreed all waiting periods (including any extensions thereof) applicable to in writing the consummation of the transactions contemplated by the Parties, and (c) December 31, 2016; (2) [*] and (3) [*] this Agreement under any competition Laws have expired or been terminated (the “License Termination Date”). The Parties further agree that, on and following the License Termination Date for a countryDate, the License Agreement will have no further force or effect with respect to such country and all rights and obligations, including all rights and obligations identified in the License Agreement as surviving the termination of the License Agreement, of BioMarin and Merck Serono with respect to such country under the License Agreement shall cease and terminate on the License Termination Date; provided, however, that nothing in this Section 2.01 shall (i) prejudice any rights, claims, or causes of action that may have accrued to a party under the License Agreement with respect to a country prior to the applicable date of the License Termination Date, or (ii) relieve any party to the License Agreement from liability for any breach of any of its representations, warranties, covenants or agreements set forth in the License Agreement with respect to a country prior to the applicable License Termination Date, including any obligation of any party relating to payments, fees or costs under the License Agreement. On the License Termination Date, Merck Serono shall cease all Exploitation of the Products and shall have no further rights thereafter to Exploit the Products in the applicable countryProducts, except to the extent necessary to provide the Transition Services hereunder.