Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that Cxxx’x decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event Cxxx’x damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya has the right to terminate this Agreement pursuant to Section 10.2.1 (Termination for Cause) or Section 10.2.2 (Termination for Insolvency), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty:
10.4.1. Coya may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Payments, Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, will be reduced by [***] and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and
10.4.2. any Confidential Information of Coya provided to ARScience Bio pursuant to this Agreement will be promptly returned to Coya or destroyed, and Coya will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election. For the avoidance of doubt, except as set forth in this Section 10.4 (Alternative Remedy in Lieu of Termination), if Coya exercises the alternative remedy set forth above in this Section 10.4 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 (Term and Termination).
Alternative Remedy in Lieu of Termination. If Lian has a right to terminate this Agreement pursuant to Section 14.2(a), Lian may elect, in lieu of so terminating, to have this Agreement continue on all the terms herein save that all milestone and royalty payments owed by Lian to Nanobiotix hereunder will be reduced by [***].
Alternative Remedy in Lieu of Termination. If Xxxxxxx has the right to terminate this Agreement pursuant to Section 14.3.1(b) (Termination by Xxxxxxx), then in addition to any other remedies available to Xxxxxxx at law or in equity, in lieu of terminating this Agreement Xxxxxxx may, in its sole discretion, exercise an alternative remedy as follows:
(a) Xxxxxxx may retain all of its licenses and other rights granted under this Agreement with respect to the applicable Terminated Program, subject to all of its payment and other obligations hereunder; except that (i) the then-unearned Milestone Payments and the royalty rates payable thereafter under this Agreement with respect to such Terminated Program and Products that are the subject of such Terminated Program, in each case, will be reduced by [***] and (ii) Xxxxxxx’x obligations under Section 5.5 (Development Diligence Obligations) and Section 5.6 (Commercialization Diligence Obligations) will each terminate with respect to the Terminated Program; and
(b) any Xxxxxxx Confidential Information provided to Morphic pursuant to this Agreement related to such Terminated Program will be promptly returned to Xxxxxxx or destroyed and Xxxxxxx will be released from its ongoing disclosure and information exchange obligations with respect to activities related to such Terminated Program that are performed following the date of such election. For the avoidance of doubt, except as set forth in this Section 14.7 (Alternate Remedy in Lieu of Termination), if Xxxxxxx exercises the alternative remedy set forth above in this Section 14.7 (Alternate Remedy in Lieu of Termination) with respect to a Terminated Program, then all rights and obligations of both Parties under this Agreement with respect to such Terminated Program will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this ARTICLE 14 (Term and Termination).
Alternative Remedy in Lieu of Termination. Lyra stipulates and agrees that Lian’s decision to enter into this Agreement and invest in the Development of the Licensed Products is premised upon the assumption that Lyra will perform its obligations under this Agreement, and that a material breach of certain obligations under this Agreement as explicitly set forth in this Section 12.4 (Alternative Remedy in Lieu of Termination) by Lyra will undermine the economic fundamentals of the transaction for Lian, and that in such event Lian’s damages arising from Lyra’s breach would be of uncertain amount and difficult to prove. If Lian has a right to terminate this Agreement pursuant to Section 12.3(a) (Termination for Material Breach) as a result of a breach (i.e., such breach constitutes a material breach and is not cured within the applicable cure period and following any dispute resolution proceedings) by Lyra of [***], then Lian may elect, in lieu of so terminating and as Lian’s sole and exclusive remedy with respect to such breach, to have this Agreement continue on all the terms herein save that all Milestone Payments and royalties payable thereafter by Lian to Lyra hereunder will be reduced by [***]. [***].
Alternative Remedy in Lieu of Termination. If, during the Collaboration Term, Biogen has the right to terminate this Agreement pursuant to [***], then in addition to any other remedies available to Biogen at law or in equity, in lieu of terminating this Agreement Biogen may, in its sole discretion, exercise an alternative remedy as follows: [***] For the avoidance of doubt, except as set forth in this Section 12.6 (Alternate Remedy in Lieu of Termination), if Biogen exercises the alternative remedy set forth above in this Section 12.6 (Alternate Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 12 (Term and Termination).
Alternative Remedy in Lieu of Termination. If Hutchmed has the right to terminate this Agreement pursuant to Section 14.4 based on an uncured material breach by Epizyme, then Hutchmed may elect either (a) terminate this Agreement and have the consequences of termination described in Section 14.7 apply, or (b) elect, in lieu of terminating this Agreement, for the rights and obligations of the Parties under this Agreement to continue, including the licenses and rights granted by Epizyme to Hutchmed under Section 2.1; provided that, (i) Hutchmed shall become solely responsible for one hundred percent (100%) of all payments payable to the relevant Third Party on account of the sublicense to Hutchmed to Third Party IP under any Epizyme In-License Agreement, (ii) notwithstanding anything to the contrary herein (including Section 9.6(b)(iv)), Hutchmed’s financial obligations to Epizyme (other than as provided under subsection (i) above) under Sections 9.4, 9.5, and 9.6 thereafter will be reduced to [**] percent ([**]%) of the excess of such financial obligations (as calculated without regard for this Section 14.5) over the amounts payable by Hutchmed pursuant to subsection (i) above, and (iii) if Hutchmed initiates an action seeking damages from Epizyme resulting from such material breach, then any payment reductions taken by Hutchmed pursuant to subsection (ii) will be applied to reduce the damages (if any) awarded to Hutchmed by a final decision of a court of competent jurisdiction.
Alternative Remedy in Lieu of Termination. If either Party [***] (and such [***] is not then subject to an ongoing good faith dispute under [***]), then, in lieu of terminating this Agreement according to Section 15.2.1, such Non-Breaching Party may elect, within [***] days following the Party’s [***] as its sole and exclusive remedy in law or equity, upon written notice to the Breaching Party:
Alternative Remedy in Lieu of Termination. If ALEXION has the right to terminate this Agreement pursuant to Section 13.2, 13.3 or 13.5 above, in addition to any other remedies available to ALEXION at law or in equity, ALEXION may, in its sole discretion, in lieu of terminating this Agreement, exercise an alternative remedy as follows:
(i) ALEXION may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that the applicable [***] payable thereafter under this Agreement shall be reduced by [***] percent [***] (and thereafter, [***] shall be reduced to [***] percent [***] of Net Sales); and
(ii) any ALEXION Confidential Information provided to DICERNA pursuant to this Agreement will be promptly returned to ALEXION or destroyed, and ALEXION shall be released from its ongoing disclosure and information exchange obligations with respect to activities following the date of such election. For the avoidance of doubt, except as set forth in this Section 13.7, in the event ALEXION exercises the alternative remedy set forth above in this Section 13.7, all rights and obligations of both Parties under this Agreement shall continue unaffected, unless this Agreement is subsequently terminated by either Party pursuant to this Article 13.
Alternative Remedy in Lieu of Termination. If Licensee has the right to terminate this Agreement pursuant to Section 13.2(b)(i) (subject to the applicable cure periods set forth in Section 13.2(b)(i)) for G1’s uncured material breach of Section 2.8(b), then in lieu of terminating this Agreement for such breach, Licensee may, as an alternative remedy (and as Licensee’s sole and exclusive remedy for such material breach), retain the License and all other rights granted under this Agreement, [***] except that the [***] under Article 8, in each case, [***]; provided, however, that Licensee may not exercise such alternative remedy if such breach is due to a failure by G1 to ensure that any Third Party Licensee does not engage in (independently or for or with any Third Party) any development or commercialization of any G1 Competing Product without the prior written consent of Licensee, as further described in Section 2.8(b). For the avoidance of doubt, except as set forth in this Section 13.5, if Licensee exercises the alternative remedy set forth above in this Section 13.5, then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement subsequently expires or is terminated by either Party pursuant to this Article 13.
Alternative Remedy in Lieu of Termination. If Biogen has the right to terminate this Agreement pursuant to Section 12.2.1 (By Biogen), then in addition to any other remedies available to Biogen at law or in equity, in lieu of terminating this Agreement Biogen may, in its sole discretion, exercise an alternative remedy as follows: [***]
