Forest Right of Termination. Prior to its expiration, this Agreement may be terminated in its entirety at any time by Forest effective upon at least [**] days prior written notice to Microbia for any reason. If Forest terminates for a material safety issue, Forest will provide all assistance reasonably requested by Microbia for at least [**] days after such termination to identify, further characterize and fully document such safety issue and, subject to the last sentence of this Section 10.2.2, provide such other assistance as might be reasonably useful or necessary for Microbia to continue with the development or commercialization of the Colloboration Compounds or Product, but shall not be required to undertake any studies or other Development not then provided by the Development Plan. In addition, Forest shall not be required to undertake any Development, Manufacturing or Commercialization activities or any other activities, in each case which implicate a material safety issue during such [**] day period.
Forest Right of Termination. If Forest ceases the promotion, sale or distribution of the Product in the Territory under the circumstances permitted under this Agreement, then upon written notice to Replidyne, Forest may terminate the Pediatrician Promotion Period, effective within a reasonable period of time in light of the circumstances underlying any such cessation by Forest. In addition, Forest reserves the right to terminate the Pediatrician Promotion Period, effective upon sixty (60) days written notice to Replidyne in the event that the Detail Reports for at least [ *** ] indicate that Replidyne’s Detailing has not achieved at least [ *** ] percent ([ *** ]%) of the Detailing to be performed by Replidyne as targeted by the Marketing Plan (as to number or position of Details) for each such Calendar Quarter or upon the failure by Replidyne to achieve at least [ *** ] percent ([ *** ]%) of the Detailing to be performed by Replidyne as targeted by the Marketing Plan (as to numbers or portions of Details) in the aggregate over a period of [ *** ], unless in either case, during such sixty (60) day period Replidyne develops and implements a program of increased Detailing which provides, to Forest’s reasonable satisfaction, assurance that Detail shortfalls will not again occur. Failure of Replidyne to meet the number of Details required under the Marketing Plan with respect to promotion efforts directed to Pediatrician shall not be deemed a material breach Schedule 5.5-6 under this Agreement and, notwithstanding Section 12.8, shall not entitle Forest to claim any damages, compensation or relief except as provided in this Section 2.4(g) and Section 4.3(e).
Forest Right of Termination. Forest reserves the right to terminate this Agreement in its entirety at any time effective upon [ *** ] days prior written notice to Replidyne in the event Forest reasonably believes issues of safety or efficacy (which arise or become more significant following the Effective Date) are reasonably likely to (a) prevent regulatory approval of the Product in the United States, (b) materially delay such approval or (c) substantially negatively impact the marketing potential of the Product in the United States, in
Forest Right of Termination. Forest reserves the right to terminate this Agreement at any time effective upon delivery of notice to Mylan that it reasonably believes that issues of safety or efficacy are likely to prevent Regulatory Approval of the Product in the United States, to materially delay such approval or to significantly negatively impact the commercial potential of the Product in the United States. In the event of a termination by Forest pursuant to this Section, Forest shall furnish Mylan with reasonable cooperation to assure a smooth transition of any clinical or other studies in progress which Mylan determines to continue in compliance with the Law and ethical guidelines applicable to the transfer or termination of any such studies. In addition, if any NDA has been transferred to Forest prior to the termination, Forest will transfer all such NDA(s) back to Mylan or its designee, and will return all Mylan Confidential Information to Mylan. Finally, in connection with any such termination, Mylan shall be deemed to have a perpetual, fully-paid license, with the right to sublicense, to all intellectual property and know-how of any kind (whether or not patented) owned or controlled by Forest with respect to the Product solely to the extent related to the manufacture, Development or Commercialization of the Product in or for purposes of the Territory. Except as provided by this Section, Forest shall have no further obligation to Mylan in respect of the termination of this Agreement pursuant to this Section, including, without limitation, the payment of any license fee payment the time for payment of which has not occurred as of the notice of termination by Forest in accordance with Article 9 hereof. If the Xxxxxxx Agreement is terminated and Mylan’s rights thereunder are extinguished in connection with such termination, the Parties will [***].
Forest Right of Termination. Forest may terminate this Agreement with respect to any Product in (i) North America or (ii) Latin America, respectively, at any time upon [***] written notice to Xxxxxx Xxxxx in the event that Forest reasonably determines (including without limitation, based upon the interim or final results of any clinical study), after review and discussion with Xxxxxx Xxxxx and the JDC, that the Development program indicates issues of safety or efficacy that are likely to prevent or significantly delay the filing or approval of the Regulatory Approval in the United States (with respect to North America) or [***] (with respect to Latin America) or to result in labeling or indications which would significantly adversely affect the marketing of such Product in such regions or that a change in market or competitive conditions is likely to significantly adversely affect the marketing of such Product in such region based on objective data disclosed to and discussed with Xxxxxx Xxxxx. In connection with any such termination, Forest agrees to assist Xxxxxx Xxxxx in facilitating the transition of activities being conducted under this Agreement with respect to such Product in such region to Xxxxxx Xxxxx or any Third Party that is designated by Xxxxxx Xxxxx and as soon as reasonably practicable and Forest shall transfer or assign, as applicable, to Xxxxxx Xxxxx all Forest Know-How and Forest Improvements and shall assign to Xxxxxx Xxxxx all Patents Controlled by Forest in each case to the extent related to such Products and such region, or, with respect to such Forest Know-How, Forest Patents or Forest Improvements that have applications other than to such Product and such region, shall grant to Xxxxxx Xxxxx a perpetual, world-wide, fully-paid non-exclusive license in connection with the development, manufacture, marketing, sale and distribution of such Products in such regions , in each case without charge.
Forest Right of Termination. Forest reserves the right to terminate this Agreement in its entirety at any time effective upon ninety (90) days prior written notice to Replidyne in the event Forest reasonably believes issues of safety or efficacy (which arise or become more significant following the Effective Date) are reasonably likely to (a) prevent regulatory approval of the Product in the United States, (b) materially delay such approval or (c) substantially negatively impact the marketing potential of the Product in the United States, in each case without regard to the particular circumstances of Forest, including any other product opportunities of Forest. Prior to any notice of termination under this Section 12.2, the parties will discuss such issues for a period of up to thirty (30) days, which discussions shall include a face-to-face meeting of the Chief Executive Officer of Replidyne and the Chief Executive Officer of Forest Parent if requested by either party. Forest shall have no obligation to develop, promote or sell the Product during either such 30-day discussion period or 90-day notice period, if Forest’s intent to terminate is based upon safety issues. Forest shall have no obligation to pay to Replidyne any milestone payment under Section 7.2 with respect to a milestone event achieved during such discussion period or notice period; provided that Forest actually terminates the Agreement effective at the end of the 90-day notice period.
