Termination by BMS at Will. BMS may terminate this Agreement as a whole or on a country-by-country and/or Product-by-Product basis, effective upon three (3) months prior written notice to Ambrx in the case where Regulatory Approval has not been obtained for the applicable Product in either the U.S. or the EU or upon six (6) months prior written notice to Ambrx in the case where Regulatory Approval has been obtained in either the U.S. or the EU. Following any such notice of termination under this Section 13.2(a), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination. Following any such notice of termination under this Section 13.2(a), for the period ending upon the earlier of the end of the Research Term (in the absence of such termination) or six (6) months following the date of the notice of termination, BMS shall be responsible for the payment for (i) BMS funded Ambrx FTEs under Section 3.4 and (ii) the committed Third Party Costs (which have been agreed to by BMS and are set forth in the Research Plan in accordance with Section 3.4(c)); provided that, in each case, Ambrx shall use Diligent Efforts to avoid, cancel or otherwise limit such Third Party Costs incurred by Ambrx after BMS’ notice of termination.
Termination by BMS at Will. BMS may terminate this Agreement as a whole, or on a country-by-country basis, at any time after the second anniversary of the Effective Date or, at any time after the Effective Date, on a Collaboration Target-by-Collaboration Target basis, effective upon two (2) months prior written notice to CytomX in the case where Regulatory Approval has not been obtained for any applicable Product to such Collaboration Target in either the U.S. or the EU, or upon four (4) months prior written notice to CytomX in the case where Regulatory Approval has been obtained in either the U.S. or the EU for an applicable Product to such Collaboration Target. Following any such termination under this Section 13.2(a) becoming effective as to the Agreement as a whole, no further funding of FTEs by BMS shall be payable, BMS’ obligations to purchase common shares in connection with an initial public offering of CytomX common stock pursuant to Section 8.1(b) shall no longer apply, and no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS at Will. BMS may terminate this Agreement as a whole (at any time) or on a Region-by-Region (where the Regions are defined in Exhibit F Part B) and/or Product-by-Product basis (from and after the License Effective Date), effective upon [***] prior written notice to BN if the notice is given prior to the License Effective Date, [***] prior written notice to BN if such notice is given after the License Effective Date but prior to the First Commercial Sale of a Product in the Territory and on [***] prior written notice in all other cases. Where such termination occurs prior to the License Effective Date, the effect of such termination shall be as set forth in Section 12.6. Notwithstanding any such notice of termination under this Section 12.2(a) on or after the License Effective Date, any milestone payments under Section 8.4 will be due, and no milestone 57 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(2), (4), (5) and (6) and 230.406 payments under Sections 8.2 and 8.3 will be due, on milestones achieved during the period between the notice of termination and the effective date of termination, and the terms of Section 12.7 shall apply. BN shall have the right to accelerate the effective date of termination by providing BMS with at least [***] prior notice specifying such date. BMS shall have no Diligent Efforts obligations with respect to the Development and Commercialization of the terminated Product(s) and terminated Region(s) during the period between providing notice of termination and the effective date of termination under this Section 12.2(a), provided that (i) BMS will generally (subject to normal course limitations, including responding to safety issues) act consistently with the product reversion clauses set forth in Section 12.7 (i.e., manage Product activities (e.g., required regulatory filings, trademark and patent prosecution and maintenance, fulfillment of Product contracts and orders on a timely basis, etc.) in the normal course so that reversion can be effected upon termination), and (ii) if BMS has filed an application for Regulatory Approval, it will continue to use Diligent Efforts manage the application process during the notice period.
Termination by BMS at Will. BMS may terminate the Agreement as a whole or on a Region-by-Region basis, with respect to all Licensed Products and with respect to the entire Licensed Field, effective upon [***] prior written notice in the case where Approval has not been obtained in the applicable Region for any Licensed Product in the Licensed Field or upon [***] prior written notice in the case where Approval has been obtained in the applicable Region for any Licensed Product in the Licensed Field; provided however, that: (i) BMS may not provide such notice until after the earlier of (1) BMS’ receipt of topline results from the first Phase 2b Clinical Trial for the ALD518 LF Product and (2) [***]; (ii) BMS’ rights with respect to all Licensed Products in the Licensed Field will terminate for all Regions if BMS terminates its rights in the Licensed Field with respect to both the US Region and the Europe Region, or if BMS terminates its rights in the Licensed Field with respect to the US Region or the Europe Region at a time after its rights in the Licensed Field have already been terminated (whether pursuant to this Section 13.2(a) or pursuant to Section 13.3(a) or 13.4(a)) with respect to the Europe Region or the US Region, respectively; and (iii) BMS shall continue to be responsible, for the longer of (1) a period of [***] after the effective date of such termination and (2) the period from the effective date of such termination until [***], for all costs of clinical trials under the Licensed Field Development Plan for any Licensed Product in the Licensed Field in or with respect to the terminated Region(s) that were Initiated prior to the date of the notice of termination. The term “Initiated” as used in this Article 13 in referring to a clinical trial for a Product, means that (i) the first dosing of a human subject in the clinical trial has occurred or (ii) a written agreement for the conduct of the clinical trial has been executed with BMS or its Affiliate or sublicensee (or, with respect to Co-Developed Product, executed by BMS, Alder, an Affiliate or a licensee of Alder) and such agreement and/or the clinical trial pursuant to such agreement cannot be canceled or terminated prior to the first dosing of human subjects in the clinical trial without the payment of a fee (unless BMS elects at its discretion to pay such fees to Alder, in which case such canceled or terminated clinical trial will not be considered to be Initiated regardless as to whether Alder continues such clinica...
Termination by BMS at Will. BMS may terminate this Agreement as a whole or on a country-by-country, Collaboration Target-by-Collaboration Target and/or Product-by-Product basis, effective upon three (3) months prior written notice to Ambrx. Following any such notice of termination under this Section 13.2(a), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination. Following any such notice of termination under this Section 13.2(a), for the period ending upon the earlier of the end of the Research Term (in the absence of such termination) or three (3) months following the date of the notice of termination, BMS shall be responsible for the payment for (i) BMS funded Ambrx FTEs under Section 3.4 and (ii) the committed Third Party Costs (which have been agreed to by BMS and are set forth in the Research Plan in accordance with Section 3.4(c)); provided that, in each case, Ambrx shall use Diligent Efforts to avoid, cancel or otherwise limit such Third Party Costs incurred by Ambrx after BMS’ notice of termination.
Termination by BMS at Will. [***], BMS may terminate the Agreement as a whole or on a Region-by-Region basis, with respect to all Cancer Products and with respect to the entire Cancer Field, effective upon [***] prior written notice in the case where Approval has not been obtained in the applicable Region for any Cancer Product in the Cancer Field or upon [***] prior written notice in the case where Approval has been obtained in the applicable Region for any Cancer Product in the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Cancer Field; provided however, that: (i) BMS’ rights with respect to all Licensed Products in the Licensed Field will terminate for the entire Cancer Territory if BMS terminates its rights in the Licensed Field with respect to the Europe Region; and (ii) BMS shall continue to be responsible, for the longer of (1) a period of [***] after the effective date of such termination and (2) the period from the effective date of such termination until [***], for its share of Cancer Development Costs for clinical trials for any Cancer Product in the Cancer Field in or with respect to the terminated Region(s) that were Initiated prior to the date of the notice of termination. [***].
Termination by BMS at Will. BMS may terminate this Agreement as a whole, or on a country-by-country basis, at any time after the second anniversary of the Effective Date or, at any time after the Effective Date, on a Collaboration Target-by-Collaboration Target basis, effective upon two (2) months prior written notice to CytomX in the case where Regulatory Approval has not been obtained for any applicable Product to such Collaboration Target in either the U.S. or the EU, or upon ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. four (4) months prior written notice to CytomX in the case where Regulatory Approval has been obtained in either the U.S. or the EU for an applicable Product to such Collaboration Target. Following any such termination under this Section 13.2(a) becoming effective as to the Agreement as a whole, no further funding of FTEs by BMS shall be payable, BMS’ obligations to purchase common shares in connection with an initial public offering of CytomX common stock pursuant to Section 8.1(b) shall no longer apply, and no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination.
Termination by BMS at Will. Section 13.2(a) is hereby deleted in its entirety and replaced with the following:
Termination by BMS at Will. BMS may terminate this Agreement as a whole, or on a country-by-country basis, at any time after the second anniversary of the Amendment Effective Date or, at any time after the Effective Date, on a Collaboration Target-by-Collaboration Target basis, effective upon two (2) months prior written notice to CytomX in the case where Regulatory Approval has not been obtained for any applicable Product to such Collaboration Target in either the U.S. or the EU, or upon four (4) months prior written notice to CytomX in the case where Regulatory Approval has been obtained in either the U.S. or the EU for an applicable Product to such Collaboration Target. Following any such termination under this Section 13.2(a) becoming effective as to the Agreement as a whole, no further funding of FTEs by BMS shall be payable, BMS’ obligations to purchase common shares in connection with an initial public offering of CytomX common stock pursuant to Section 8.1(b) shall no longer apply, and no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Termination by BMS at Will. BMS may terminate this Agreement as a whole, or on a Collaboration Target-by-Collaboration Target basis, at any time after the Effective Date, for any reason or no reason, effective upon (i) sixty (60) days’ prior written notice to Schrödinger in the case where a DC Candidate that meets the applicable DC Criteria has not been delivered to BMS for the applicable Collaboration Target, (ii) ninety (90) days’ prior written notice to Schrödinger in the case where a DC Candidate that meets the applicable DC Criteria has been delivered to BMS but Regulatory Approval has not been obtained for any applicable Licensed Collaboration Product for such Collaboration Target in either the U.S. or the EU, or (iii) upon one hundred and eighty (180) days’ prior written notice to Schrödinger in the case where Regulatory Approval has been obtained in either the U.S. or the EU for an applicable Licensed Collaboration Product for such Collaboration Target. For clarity, following any such notice of termination under this Section 13.2(a), [***] with respect to this Agreement as a whole, [***]; provided, however, that if [***]. For clarity, if, with respect to [***].
