Geographic Terminations Clause Samples

Geographic Terminations. If Roche fails to exercise Commercially Reasonable Efforts pursuant to Section 7.3 in regard to the development and/or commercialization of a Product or the entire Agreement, e.g., does not pursue the commercialization of a Product that has received Regulatory Approval for at least one Initial Indication in the Major Markets (provided to do so would be consistent with Roche’s obligation to use Commercially Reasonable Efforts), then Maxygen may with notice to Roche terminate this Agreement on a Product-by-Product basis as to any Major Markets in which Roche has obtained Regulatory Approval and reimbursement approvals required from any Regulatory Agency for such Product but not pursued commercialization of such Product, and all rights to such Product in such area of the Territory shall revert to Maxygen, and Maxygen shall have the exclusive right to develop and/or commercialize such Product(s) in and for such geographic area of the Territory. The terminated country or countries (together with their territories and possessions) in the case of a partial termination, shall be deemed to be the “Reverted Territory” effective as of the effective date of such termination. In the case of a partial termination, the Reverted Territory shall thereafter be excluded from the Territory for all purposes under this Agreement, but this Agreement will remain in effect in the remaining Territory. All such Products in the Reverted Territory shall, effective upon the effective date of such termination, be deemed “Reverted Products.” **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.