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Time, by action of the board of directors of Novartis, if (a) the Company Board or the Independent Directors shall have withdrawn or adversely qualified or modified the Recommendation or (b) there has been a breach of any representations, warranties, covenants or agreements made by the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. Subject to Section 18.3(c) below, Novartis may terminate this Agreement with respect to itself (including, without limitation, its rights and obligations after the effective date of such termination, subject to the provisions of Section 18.6), at any time after the date which is *****, by giving ***** prior written notice to Genentech and Tanox and paying all amounts it is financially responsible for hereunder up to such termination date; provided, however, such notice shall not be deemed delivered hereunder unless and until Novartis gives written notice of termination of the JCA to Genentech, with a copy to Tanox, and written notice of termination of the Ancillary D&L Agreement to Tanox, with a copy to Genentech; and provided, further, that within ***** of receipt of such notice, Genentech and Tanox may, by giving joint notice to Novartis accelerate the effective date of any such termination to a date not less than ***** from the date of Novartis’ notice of termination under this Section18.3(b). Subject to Sections 18.3(c) and 18.6 below, if Novartis terminates this Agreement with respect to itself (or terminates as to East Asia and ROW as described in subclause (iii) below):
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 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, in its sole discretion, terminate this Agreement upon one hundred eighty (180) calendar days’ prior written notice. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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. (i) Prior to submission of a registration package requesting Approval for commercial sale of the first Product(s) in the first Major Country, this Agreement and the licenses granted hereunder may be terminated by Novartis, with or without cause, at any time upon ***** prior written notice thereof to Tanox. During such period, pending the effectiveness of such termination notice, Novartis agrees to withhold public disclosure of such termination until it has provided the reasons for such termination to Tanox. Any payments according to Section 9.1 of this Agreement shall, however, not become payable by Novartis to Tanox during such ***** period.
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. (a) Novartis may at its sole discretion unilaterally terminate this Development License and Commercialization Agreement if Cell Genesys shall materially breach any of its material obligations under this Development License and Commercialization Agreement and shall not have remedied such material breach within sixty (60) Days after Novartis sends written notice specifying such breach to Cell Genesys.
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.
