Termination Regarding Economic Viability Clause Samples

Termination Regarding Economic Viability. (a) If at any time commencing with the quarter ending March 31, 2023, the market conditions in the Territory are such that total Net Profits (excluding the deduction for reimbursement of legal expenses) reach a level that is equal to or less than five percent (5%) of Scilex’s (and its Affiliates’) Net Sales of the Products and such conditions persist for a period of four (4) or more consecutive quarters, or (b) if at any time during the Term, market conditions in the Territory are such that the Product’s economic viability is affected significantly as evidenced by documentation and substantial information by any external circumstance deemed to be detrimental to both Scilex and Developers and agreed to by both Parties, then the Parties shall immediately, at either Party’s request, in good faith meet and discuss the terms of the Agreement in an attempt to resolve the Parties’ concerns in a mutually acceptable manner. If after a period of thirty (30) days of such good-faith discussions the Parties are unable to reach an agreement resolving such concerns, either Party shall have the right to immediately terminate the Agreement upon giving prior written notice to the other Party, and if Scilex shall terminate the Agreement, Scilex shall discontinue sales of the Product after all inventories are sold and such sales shall continue to be subject to the profit split provided in this Agreement.”