Cessation of Development and Commercialization. If Gilead makes a final determination that it will cease direct development and commercialization of either (A) a particular Licensed Product, or (B) all Lead Compounds, Licensed Compounds and Licensed Products, it will so notify Anadys in writing within thirty (30) days of such determination. Such information shall be Confidential Information of Gilead.
Cessation of Development and Commercialization. If Amgen makes a final determination in its sole discretion that it will cease all activities under this Agreement to identify and designate Lead Compounds, all research and preclinical development activities with respect to Collaboration Products, and terminate all development and commercialization of Royalty Bearing Collaboration Products, it will so notify Anadys in writing within [...***...] days of such determination.
Cessation of Development and Commercialization. If CStone and its Affiliates do not conduct any material Development or Commercialization activities with respect to one or more Collaboration Products [***]and such suspension of activity is not: (a) [***], (b) [***] (c) [***], or (d) [***], then Blueprint may, at its election, terminate this Agreement with respect to the applicable Collaboration Product upon [***] prior written notice to CStone and such Collaboration Product (and the corresponding Blueprint Compound) will be a Terminated Product for purposes of this Agreement. Notwithstanding the foregoing, if Blueprint gives a notice of termination to CStone pursuant to this Section 15.2.4 (Cessation of Development or Commercialization), and CStone provides notice during such [***] period that it disputes the basis for termination pursuant to this Section 15.2.4 (Cessation of Development or Commercialization), then this Agreement will not terminate unless and until an arbitrator issues a final award pursuant to Section 16.3 (Arbitration) upholding such basis for termination.
Cessation of Development and Commercialization. In the event that Jazz terminates this Agreement with respect to a country or countries (but not in its entirety) pursuant to Section 11.2 during the Royalty Term for any Licensed Product in such country, Jazz shall not undertake any further development or commercial activities for such Licensed Product in the Field in such country during the Royalty Term therefor and Jazz shall no longer have any payment or diligence obligations with respect to such terminated country or countries; [**] Concert [**] Jazz [**] or [**] under this Agreement with respect to [**] or[**], and[**] pursuant to Sections [**] with respect to [**] Concert [**] or [**] Concert [**] Concert [**] Jazz [**] Jazz [**] Concert [**] Jazz [**] with respect to such [**] and [**] Concert [**] Jazz [**] under this Agreement [**] under this Agreement [**] of this Agreement [**].
Cessation of Development and Commercialization. If, following Regulatory Approval of a Licensed Product in [***], Partner and its Affiliates do not conduct any material Development or Commercialization activities with respect to one or more Licensed Products for a continuous period of longer than [***], and such suspension of activity is not: (a) contemplated in a Territory Development Plan or Global Development Plan or otherwise by written agreement of the Parties, (b) a result of Partner’s reasonable response to written guidance from or action by a Regulatory Authority in the Territory (such as a clinical hold, or a recall or withdrawal), (c) due to ImmunoGen’s breach of its obligations under this Agreement or its failure to supply the Licensed Product in accordance with the terms of a Clinical Supply Agreement or Commercial Supply Agreement, or (d) due to a Force Majeure event in accordance with Section 17.3 (Force Majeure) then ImmunoGen may, at its election, terminate this Agreement in its entirety upon [***] prior written notice to Partner.
Cessation of Development and Commercialization. If Zai and its Affiliates do not conduct any material Development or Commercialization activities with respect to one or more Licensed Products [****], and such suspension of activity is not: [****] then Blueprint may, at its election, terminate this Agreement upon [****] prior written notice to Zai if Xxx does not commence material Development or Commercialization activities with respect to one or more Licensed Products before the expiration of such [****] notice period. Notwithstanding the foregoing, if Blueprint gives a notice of termination to Zai pursuant to this Section 15.2.4 (Cessation of Development or Commercialization), and Xxx provides notice during such [****] period that it disputes the basis for termination pursuant to this Section 15.2.4 (Cessation of Development or Commercialization), then this Agreement will not terminate unless and until an arbitrator issues a final award pursuant to Section 16.3 (Arbitration) upholding such basis for termination. During the pendency of such a dispute, all of the terms of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. The [****] notice period will be tolled starting as of the date of such notice of a dispute from Zai and for the remainder of the pendency of any such dispute and Xxx will have the time remaining of the notice period to commence material Development or Commercialization activities with respect to one or more Licensed Products after the arbitrator has upheld the basis for termination.
Cessation of Development and Commercialization. On a Licensed Product-by-Licensed Product and Region-by-Region basis, if Roche and its Affiliates do not conduct any material Development or Commercialization activities with respect to a Licensed Product in one or more Regions for a continuous period of longer than [**] at any time following the first Regulatory Approval of such Licensed Product in the European Union, then Sarepta may, at its election, terminate this Agreement with respect to such Licensed Product and such Regions upon [**] prior written notice to Roche. Notwithstanding any provision to the contrary set forth in this Agreement, such [**] period set forth in this Section 14.6 (Cessation of Development and Commercialization) will automatically be tolled if such delays are due to [**].
Cessation of Development and Commercialization. If Galapagos and its Affiliates do not conduct any material Development or Commercialization activities with respect to the Licensed Product for a continuous period of longer than 12 months, and such suspension of activity is not: (a) contemplated by written agreement of the Parties, (b) a result of Galapagos’ reasonable response to written guidance from or action by a Regulatory Authority in the Territory (such as a clinical hold, or a recall or withdrawal), or (c) due to events beyond the reasonable control of Galapagos, then Adaptimmune may, at its election, terminate this Agreement in its entirety upon 60 days’ prior written notice to Galapagos.
Cessation of Development and Commercialization. 2.6.1 Subject to Section 2.6.3, before [Redacted]. if AbbVie has ceased all material clinical Development and Commercialization activities with respect to all Licensed Products for [Redacted], to the extent such cessation is not caused by a force majeure event, Good Reason, a delay in response from a Regulatory Authority, or customary pauses or gaps between or following clinical trials or other studies for the analysis of data, preparation of reports and design of future clinical trials or preparation of regulatory filings and other customary regulatory or Development functions, then, subject to Section 2.6.3, I-Mab shall have the right to terminate this Agreement in its entirety on notice to AbbVie if at the time of such notice neither AbbVie nor any of its Affiliates or Sublicensees is Developing or Commercializing a Licensed Product.
2.6.2 Subject to Section 2.6.3, before [Redacted], if I-Mab has ceased all material clinical Development and Commercialization activities in the I-Mab Territory with respect to all Licensed Products for [Redacted], to the extent such cessation is not caused by a force majeure event, Good Reason, a delay in response from a Regulatory Authority, or customary pauses or gaps between or following clinical trials or other studies for the analysis of data, preparation of reports and design of future clinical trials or preparation of regulatory filings and other customary regulatory or Development functions, then subject to Section 2.6.3, AbbVie shall have the right, upon written notice to I-Mab if at the time of such notice neither I-Mab nor any of its Affiliates or Sublicensees is Developing or Commercializing a Licensed Product, to reduce any amounts, after giving effect to any deductions allowable hereunder, that would have been due to I-Mab by AbbVie with respect to any Licensed Product pursuant to Section 10.4 (with respect to any Net Sales thereafter) by [Redacted].
2.6.3 Notwithstanding the foregoing, if the Party that received a notice under this Section 2.6 (an “Anti-Shelve Notice”) disputes whether the other Party had a right to provide such Anti-Shelve Notice and the Party that received the Anti-Shelve Notice initiates dispute resolution procedures under Section 16.6 as permitted under this Agreement to resolve such dispute within [Redacted] after receipt of the applicable Anti-Shelve Notice and is diligently pursuing such procedures, then (x) with respect to AbbVie as the Party receiving the Anti-Shelve Notice, the ter...
Cessation of Development and Commercialization. In the event that Jazz terminates this Agreement with respect to a country or countries (but not in its entirety) pursuant to Section 11.2 during the Royalty Term for any Licensed Product in such country, Jazz shall not undertake any further development or commercial activities for such Licensed Product in the Field in such country during the Royalty Term therefor and Jazz shall no longer have any payment or diligence obligations with respect to such terminated country or countries; provided that, Jazz may subsequently continue or recommence its development or commercialization activities with respect to such Licensed Product in the Field in a terminated country during the Royalty Term for such Licensed Product in such country by providing Concert with notice thereof. If Jazz provides such notice [**] or [**] any receipt by Jazz of a notice from Concert pursuant to this Section 11.5(d) with respect to such Licensed Product in such country, then all of Jazz’s payment obligations to Concert under this Agreement with respect to such Licensed Product in such terminated country shall again apply to such continued or recommenced development or commercialization activities notwithstanding such termination, and Jazz’s licenses pursuant to Sections 2.1(a) and 2.1(f) with respect to such Licensed Product in such terminated country shall again apply with respect thereto notwithstanding Section 11.5(a)(i). Concert shall notify Jazz in writing promptly if Concert intends, within a reasonable period of time, to (i) initiate development or commercialization activities upon such Licensed Product in the Field in a terminated country or (ii) grant to a Third Party a license under the Licensed Intellectual Property to develop and commercialize such Licensed Product in the Field in a terminated country. Concert shall not initiate development or commercialization activities upon such Licensed Product in the Field in a terminated country or grant a license to a Third Party under the Licensed Intellectual Property to develop and commercialize such Licensed Product in the Field in a terminated country unless (A) Concert provides Jazz with notice pursuant to the preceding sentence and (B) Jazz does not, [**] its receipt of such notice, provide notice to Concert of Jazz’s intent to continue or recommence its development or commercialization activities with respect to such Licensed Product in the Field in a terminated country. If Jazz recommences its development or commercialization...
