Common use of For Third Party Infringement Clause in Contracts

For Third Party Infringement. Astellas may terminate this Agreement effective upon thirty (30) days’ written notice to Ambit on a Product-by-Product basis and/or with respect to any country(ies) (provided that if such termination is with respect to any country in the European Union, it shall be with respect to all of the European Union and if such termination is with respect to the U.S., the Agreement may, at Astellas’s election, be terminated in its entirety) if (a) Astellas concludes, reasonably and in good faith, that there is a substantial likelihood that it and its Affiliates, Distributors, and Sublicensees cannot Exploit such Product (or the Licensed Compound contained therein) in a country without infringing or misappropriating the Patent Rights or other intellectual property of a Third Party or (b) a Third Party institutes or threatens suit against Ambit or its Affiliates or Astellas or its Affiliates, Sublicensees or Distributors alleging that the Exploitation of such Product (or the Licensed Compound contained therein) with respect to a country by or on behalf of Astellas, its Affiliates, Distributors or Sublicensees under this Agreement infringes or misappropriates its Patent Rights or other intellectual property rights, and Astellas concludes, reasonably and in good faith, that there is a substantial likelihood that such suit will be successful. In the event that Ambit disputes Astellas’s decision to terminate in accordance with this Section 9.2.3, the Parties shall promptly refer such dispute for resolution pursuant to Section 10.7 and, if Astellas desires to terminate this Agreement for convenience regardless of the outcome of the dispute resolution procedure, Astellas shall provide Ambit with written notice of such intent, in which case Astellas shall be deemed to have provided Ambit with notice of termination pursuant to Section 9.2.1 as of the date that Astellas provided notice of its intent to terminate pursuant to this Section 9.2.3. Termination of this Agreement shall be effective upon the earlier to occur of (A) the expiration of the notice period provided in Section 9.2.1 and (B) conclusion of the dispute resolution process in Astellas’s favor. Without limitation of the foregoing, in the event that Astellas terminates this Agreement pursuant to this Section 9.2.3 with respect to the Lead Product, it shall have the right to terminate this Agreement simultaneously with respect to all Products by so specifying in writing to Ambit.