Alternative to Termination Sample Clauses

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. 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 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: (a) starting immediately after the end of such applicable cure period, any payments for Contingent Event Option Exercise Payment and Option Exercise Earn-Out payments payable under the A&R Option Agreement following such date that AstraZeneca has the right to terminate this Agreement under Section 9.3(a) will be reduced by [***]; provided, that such reduction will not apply if and to the extent [***]; (b) The procedures set forth in [***] will continue to apply. (c) [***] (d) AstraZeneca’s obligation to [***] will terminate; provided, that AstraZeneca will keep Moderna reasonably informed of AstraZeneca’s Development activities under the Services Program and Development of Product Candidates in the Development Pool. A&R SERVICES AND COLLABORATION AGREEMENT (e) The following provisions will cease to 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. (a) AEMO (as an alternative to termination under clause 3.4) may, by notice to the Service Provider, reduce the relevant Maximum Service Quantity to a quantity AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO, including information provided by the Service Provider in accordance with Schedule 2. (b) If the Maximum Service Quantity is reduced under clause 3.6(a): (i) the Service Provider may, by notice in writing, request AEMO to increase the relevant Maximum Service Quantity to a quantity up to but not exceeding the Maximum Service Quantity specified in the Contract Details; and (ii) AEMO must increase the relevant Maximum Service Quantity to a quantity (up to but not exceeding the Maximum Service Quantity specified in the Contract Details) that AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO.

Alternative to Termination. (a) AEMO (as an alternative to termination under clause 3.5) may, by notice to the Service Provider, reduce the relevant Maximum Service Quantity to a quantity AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO, including information provided by the Service Provider in accordance with Schedule 2. Clause 11.4 applies with respect to the Security to the extent of the proportionate difference between the Maximum Service Quantity and the reduced Maximum Service Quantity. (b) If the Maximum Service Quantity is reduced under clause 3.7(a): (i) the Service Provider may, by notice in writing, request AEMO to increase the relevant Maximum Service Quantity to a quantity up to but not exceeding the Maximum Service Quantity specified in the Contract Details; and (ii) AEMO must increase the relevant Maximum Service Quantity to a quantity (up to but not exceeding the Maximum Service Quantity specified in the Contract Details) that AEMO reasonably expects the Service Provider to be capable of providing, having regard to all relevant information available to AEMO.

Alternative to Termination. In the event that a Party has the right to terminate this Agreement with respect to an Assembly Product, Optioned Product or Non-Optioned Gilead Product pursuant to Section 18.3 (provided that all dispute resolution proceedings required by Section 18.3(b) have been resolved in such Party’s favor) or 18.4 (each, a “Potentially Terminated Product”) with respect to one or more Regions (each, a “Potentially Terminated Region”), such Party may, in lieu of termination, elect (in its sole discretion) by written notice to the non-terminating Party (“Alternative Remedy Notice”) any or all of the following remedies: (a) With respect to each Clinical Trial for any Potentially Terminated Product in or for the benefit of the applicable Potentially Terminated Region(s) being conducted by or on behalf of the other Party that was Initiated prior to the effective date of termination (each such Clinical Trial, a “Ongoing Clinical Trial”), the non-terminating Party shall, at the terminating Party’s election, (i) continue to timely perform all activities necessary to continue such Ongoing Clinical Trial through its database lock in accordance with the protocol in effect for such Ongoing Clinical Trial as of the date of the terminating Party’s Alternative Remedy Notice, (ii) work with the terminating Party to promptly transfer such Ongoing Clinical Trial to the terminating Party in an orderly manner, or (iii) promptly wind-down such Ongoing Clinical Trial in an orderly manner consistent with ethical and clinical obligations and Applicable Law. (b) Any amounts, after giving effect to any deductions allowable hereunder, that would have been due to the non-terminating Party by the terminating Party pursuant to Section 12.2, Section 12.3, Section 12.5, Section 12.6 or Section 12.8 with respect to Potentially Terminated Products after the date of the terminating Party’s Alternative Remedy Notice shall be reduced by [***] percent ([***]%), subject to Section 12.6(e), and paid to the non-terminating Party in accordance with this Section and the payment provisions of this Agreement; provided that such reduction shall terminate and the terminating Party shall again be responsible for the full amounts payable to the non-terminating Party at such time as the aggregate reduction in payments made by the terminating Party hereunder equals [***].

Alternative to Termination. (a) If Astellas has the right to terminate this Agreement pursuant to Section 15.04 (Termination for Breach) on account of Frequency’s uncured material breach, then Astellas may elect by written notice to Frequency within [***] ([***]) days following a final determination thereof to exercise its rights under this Section 15.07 (Alternative to Termination) in lieu of exercising its right under Section 15.04 (Termination for Breach) for such material breach. Upon Astellas’ election to exercise its rights under this Section 15.07 (Alternative to Termination), this Agreement will remain in full force and effect except that all future payments due from Astellas to Frequency under Section 9.03 (Development Milestone Payments), Section 9.04 (Commercial Milestone Payments) and Section 9.06 (Royalties) shall be reduced for the remainder of the Term by a percentage, such percentage not to exceed [***] percent ([***]%), subject to Section 15.07(c), that shall be mutually agreed upon by the Parties in good faith as a appropriate reasonable reflection of the damages incurred and to be incurred by Astellas as a result of Frequency’s material breach. For the avoidance of doubt, nothing in this Section 15.07 (Alternative to Termination) shall limit Astellas’ right to pursue any and all other remedies available for any such uncured material breach. (b) In the event that Frequency, in good faith, disputes whether there is an uncured material breach and the Parties are unable to resolve the dispute in accordance with ARTICLE III (Governance), Frequency can begin arbitration in accordance with Section 16.01 (Arbitration). The payment reduction under Section 15.07(a) will not be implemented until the dispute is resolved by mutual written agreement of the Parties or in accordance with ARTICLE III (Governance) or Section 16.01 (Arbitration); provided that, if it is determined that Astellas had the right to terminate this Agreement pursuant to Section 15.04 (Termination for Breach) on account of Frequency’s uncured material breach, then Frequency will promptly reimburse Astellas the aggregate amount of payment reductions that have accrued since Astellas elected to exercise its rights under this Section 15.07 (Alternative to Termination) plus interest (in accordance with Section 9.13 (Late Payments)). (c) In the event that the Parties are unable to mutually agree on the percentage, such percentage not to exceed [***] percent ([***]%), by which the payments shall be reduced under S...

Alternative to Termination. 20.1. If Jazz elects to exercise its rights under Section 10.8, the ImmunoGen Opt-Out Right will be deemed to have been exercised. 20.2. If Jazz could have terminated the Agreement under Section 10.2.2 due to a material breach of ImmunoGen for failing to comply with its funding obligations under Section 6.2 of the Agreement or this Exhibit A, but Jazz elects to exercise its rights under Section 10.8, then (a) ImmunoGen shall have no further responsibility for the Development Costs, (b) the Co-Development Product will be deemed the Licensed Product subject to the terms and conditions of the Agreement as if ImmunoGen had not exercised the ImmunoGen Opt-Out Right (subject to clauses (d) and (e) below), (c) the Jazz Territory will be deemed to be worldwide, (d) Jazz shall pay ImmunoGen [***] the amount of the milestones set forth in Section 6.3 if such milestones have not already been achieved prior to Jazz’s election to exercise its rights under Section 10.8, and (e) Jazz shall pay ImmunoGen royalties on Net Sales of the Licensed Product in the Jazz Territory at rate that is [***] the rates set forth in Section 6.4.1 (subject to applicable reductions in Sections 6.4.2, 6.4.3, and 6.4.4). 20.3. If Jazz could have terminated the Agreement under Section 10.2.2 due to a material breach of ImmunoGen for any reason other than as set forth in Section 20.2 of this Exhibit A, but Jazz elects to exercise its rights under Section 10.8, then (a) ImmunoGen shall remain responsible for its share of the Development Costs to the extent required by the Agreement, (b) the Co-Development Product will be deemed the Licensed Product subject to the terms and conditions of the Agreement as if ImmunoGen had not exercised the ImmunoGen Opt-Out Right (subject to clauses (d) and (e) below), (c) the Jazz Territory will be deemed to be worldwide, (d) Jazz shall pay ImmunoGen [***] the amount of the milestones set forth in Section 6.3 if such milestones have not already been achieved prior to Jazz’s election to exercise its rights under Section 10.8, and (e) Jazz shall pay ImmunoGen royalties on Net Sales of the Licensed Product in the Jazz Territory at rate that is [***] the rates set forth in Section 6.4.1 (subject to applicable reductions in Sections 6.4.2, 6.4.3, and 6.4.4).

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 13.9(a) (Collateral Account) or the Letter of Credit pursuant to Section 13.10 (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 (iii) Retailer is diligently taking all action necessary to correct such event promptly (whether or not such failure can be corrected in a reasonable time). The Collateral Amount shall be the amount of damages which Bank would suffer if this Agreement were terminated immediately.