Alternative to Termination. Notwithstanding the foregoing, in the event this Agreement (or any particular Terminated Right) may otherwise be validly terminated by Merck pursuant to Section 15.3(a), then in lieu of such termination, Merck may elect, at its option, to [***] but otherwise to continue this Agreement in force with respect to such Terminated Right.
Alternative to Termination. If termination is not feasible, the Covered Entity shall report the breach to the Secretary of the Department of Health and Human Services.
Alternative to Termination. (a) AEMO (as an alternative to termination under clause 3.4) may reduce the Maximum Service Quantity to a quantity that AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO, by notifying the Service Provider to that effect in writing.
Alternative to Termination. If AstraZeneca has the right to terminate this Agreement under Section 9.3(a) (including expiration of all applicable cure periods thereunder), in lieu of exercising such termination right, AstraZeneca may elect once by written notice to Moderna before the end of such applicable cure period to have this Agreement continue in full force and effect, in which case the following will apply:
Alternative to Termination. Without limiting the foregoing, in the event that the Party not undergoing the Change of Control does not exercise its right to terminate this Agreement in accordance with Section 12.4.1, then such Party shall have the right to require the Party experiencing the Change of Control (including its Affiliates following such Change of Control) to adopt procedures as reasonably requested by the Party not undergoing the Change of Control to prevent the disclosure of such Party’s Confidential Information beyond personnel having access to and knowledge of such Confidential Information prior to the Change of Control and to control the dissemination of such Party’s Confidential Information disclosed after the Change of Control. The purposes of such procedures shall be to strictly limit such disclosures to only those personnel having a need to know Confidential Information in order for the Party experiencing the Change of Control to perform its obligations under this Agreement and to prohibit the use of Confidential Information for competitive reasons. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Alternative to Termination. Bank shall not exercise its right to terminate this Agreement pursuant to Section 13.3 (Bank’s Rights Following A Bank Termination Event) so long as (i) no Bank Termination Event has occurred and is continuing except one or more of those described in this section, (ii) Retailer shall within two (2) Business Days after receiving notice of termination pursuant to Section 13.2(b) or (c) (Bank Termination Events) establish and thereafter maintain the Collateral Account pursuant to Section 13.10(a) (Collateral Account) or the Letter of Credit pursuant to Section 13.11 (Letter of Credit) and the aggregate amount of such Collateral Account and the undrawn amount of such Letter of Credit (collectively, the “Collateral Amount”) shall equal or exceed the sum of all amounts required by this section, and
Alternative to Termination. To the extent either Party acquires any right to terminate this Agreement with respect to any Target, Collaboration Target, Compound or Product (including Co-Development Targets and Co-Development Products) or Product-Specific Patent under Section 14.3.1, the non-breaching Party may, in lieu of such termination and without limiting any other rights and remedies, elect for this Agreement to continue in full force and effect with respect to such Target, Collaboration Target, Compound, Product or Product-Specific Patent (as applicable); provided, however, that in the event Novo acquires such termination right due to Dicerna’s breach of any of its obligations under Sections 3.1 and 3.2, Novo shall have the additional right, at its election upon notice to Dicerna, to either (a) have any and all amounts thereafter payable by Novo hereunder relating to or in any way connected with the applicable Target, Collaboration Target, Compound or Product, or the Product(s) Covered by the applicable Product-Specific Patent, for which Novo made such election under this Section 14.4 reduced by [* * *] or (b) seek damages through dispute resolution in accordance with Section 19.6. With respect to any such reduction relating to a Co-Development Product, Dicerna’s obligation to pay Post-Option Development Expenses shall also be reduced by [* * *]. For the avoidance of doubt, the non-breaching Party acquiring a right to terminate is not required to choose between exercising such termination right and such reduction right, and if the non-breaching Party elects to terminate this Agreement it may also seek damages through dispute resolution in accordance with Section 19.6.
Alternative to Termination. Without limiting any other remedy that may be available to Licensee hereunder, if Licensee has the right under Section 12.2(b) (Termination for Cause) to terminate this Agreement, but elects by written notice to Licensor to not exercise such right and continue this Agreement, this Agreement shall continue in full force and effect, except that all milestone and royalty payment obligations under this Agreement from Licensee to Licensor shall be reduced by [***] to the extent such obligations accrue following the date of Licensee’s notice of its right to terminate under Section 12.2(b) (Termination for Cause).
Alternative to Termination. Without limiting any other remedy that may be available to any Party hereunder, if any Party has the right under Section 14.3(b) to terminate this Agreement but elects by written notice to the other Party to not exercise such right and continue this Agreement, this Agreement shall continue in full force and effect, except that all payment obligations under Article 8 of this Agreement from the Party with the right to terminate under Section 14.3(b) to the other Party shall be [ * ].
Alternative to Termination. If, following a Change of Control of Xxxxx or Xxxxx Xxxxxx, notwithstanding any other provisions of this Agreement, as Everest’s sole remedy that is exercisable only once, Everest has the right to terminate this Agreement under Section 13.2 (Termination for Material Breach) or Section 13.3 (Termination Upon Bankruptcy) and such right arises following a Change of Control of Xxxxx or Xxxxx Parent, then in lieu of exercising such termination right, Everest may elect by written notice to Xxxxx to have this Agreement continue in full force and effect and instead have, starting immediately after the end of the applicable cure period or immediately after the date when Everest could have the right to terminate this Agreement under Section 13.2 (Termination for Material Breach) or Section 13.3 (Termination Upon Bankruptcy), [***]. For clarity, Everest may only exercise its rights under this Section 13.8 (Alternative to Termination) following [***].
