Common use of Limitations on Termination Remedy Clause in Contracts

Limitations on Termination Remedy. (a) Notwithstanding anything herein to the contrary, in the event that: (A) Ambrx terminates, or has the right to terminate, this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to a Product in the U.S., the Major European Countries and Japan, then Ambrx shall have the right to terminate this Agreement with respect to such Product in the entire Territory, (B) Ambrx shall not have the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to any Major European Country (or any other country in the EU) unless and until Ambrx has such right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three or more Major European Countries, and (C) Ambrx has the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three (3) or more Major European Countries, then Ambrx shall have the right to terminate this Agreement with respect to such Product in all of the EU. (b) If the applicable termination event under Section 13.3 or 13.4(a)(i) relates to a country outside the EU (other than Japan) from which the Product sold in such country is permitted under Applicable Law in the U.S. to be imported for sale into the U.S., then Ambrx shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 and 5.1 for Compounds or Products with respect to the U.S. In addition, if the applicable termination event relates to a country (other than the U.S. or Japan) from which Product sold in such country is permitted under Applicable Law in the EU to be imported for sale into the EU, then Ambrx shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 and 5.1 for Compounds or Products with respect to the EU.

Limitations on Termination Remedy. (a) Notwithstanding anything herein to the contrary, in the event that: (A) Ambrx terminates, or has the right to terminate, this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to a Product in the U.S., the Major European Countries and Japan, then Ambrx shall have the right to terminate this Agreement with respect to such Product in the entire Territory, (B) Ambrx shall not have the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to any Major European Country (or any other country in the EU) unless and until Ambrx has such right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three or more Major European Countries, and (C) Ambrx has the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three (3) or more Major European Countries, then Ambrx shall have the right to terminate this Agreement with respect to such Product in all of the EU. (b) If the applicable termination event under Section 13.3 or 13.4(a)(i) relates to a country outside the EU (other than Japan) from which the Product sold in such country is permitted under Applicable Law in the U.S. to be imported for sale into the U.S., then Ambrx shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 4.1 and 5.1 for Compounds or Products with respect to the U.S. In addition, if the applicable termination event relates to a country (other than the U.S. or Japan) from which Product sold in such country is permitted under Applicable Law in the EU to be imported for sale into the EU, then Ambrx shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 4.1 and 5.1 for Compounds or Products with respect to the EU. (c) For avoidance of doubt, any termination under this Article 9 with respect to a particular Collaboration Target shall have no effect on and shall not in any way limit the licenses granted under this Agreement to BMS for Compounds and Products with respect to any other Collaboration Target.

Limitations on Termination Remedy. (a) Notwithstanding anything herein to the contrary, in the event that: (A) Ambrx Exscientia terminates, or has the right to terminate, this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to a Product Collaboration Target in the U.S., all of the Major European Countries and JapanMarkets, then Ambrx Exscientia shall have the right to terminate this Agreement with respect to such Product Collaboration Target in the entire Territory, (B) Ambrx Exscientia shall not have the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to any Major European Country (or any other country in the EU) unless and until Ambrx Exscientia has such right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product Collaboration Target with respect to any three or more Major European Countries, and (C) Ambrx Exscientia has the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product Collaboration Target with respect to any three (3) or more Major European Countries, then Ambrx Exscientia shall have the right to terminate this Agreement with respect to such Product Collaboration Target in all of the EU. (b) If the applicable termination event under Section 13.3 or 13.4(a)(i) relates to a country outside the EU (other than Japan) from which the Licensed Product sold in such country under a label approved for sale in such country is permitted under Applicable Law in the U.S. to be imported for sale into the U.S.U.S. under the same label and approval, then Ambrx Exscientia shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 4.1 and 5.1 for Compounds the applicable Licensed Compound or Products Licensed Product with respect to the U.S. In addition, if the applicable termination event relates to a country (other than the U.S. or Japan) from which Licensed Product sold in such country under a label approved for sale in such country is permitted under Applicable Law in the EU to be imported for sale into the EUEU under the same label and approval, then Ambrx Exscientia shall not have the right to terminate the license with respect to such country if BMS is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 4.1 and 5.1 for Compounds the applicable Licensed Compound or Products Licensed Product with respect to the EU. (c) For avoidance of doubt, any termination under this Article 13 with respect to a particular Collaboration Target or particular Licensed Product shall have no effect on and shall not in any way limit the licenses granted under this Agreement to BMS for Licensed Compounds and Licensed Products with respect to any other Collaboration Target or with respect to any other Licensed Product, respectively. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Limitations on Termination Remedy. (a) Notwithstanding anything herein to the contrary, in the event that: (A) Ambrx Digital Diagnostics terminates, or has the right to terminate, this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to a Product in the U.S., the Major European Countries and JapanCountries, then Ambrx Digital Diagnostics shall have the right to terminate this Agreement with respect to such Product in the entire Territory, (B) Ambrx Digital Diagnostics shall not have the right to terminate this Agreement pursuant to Section 13.3 14.3 or 13.4(a)(i14.4(a)(i) with respect to any Major European Country (or any other country in the EU) unless and until Ambrx Digital Diagnostics has such right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three or more Major European Countries, and (C) Ambrx Digital Diagnostics has the right to terminate this Agreement pursuant to Section 13.3 or 13.4(a)(i) with respect to such Product with respect to any three (3) or more Major European Countries, then Ambrx Digital Diagnostics shall have the right to terminate this Agreement with respect to such Product in all of the EU. (b) If the applicable termination event under Section 13.3 or 13.4(a)(i) relates to a country outside the EU (other than Japan) from which the Product sold in such country is permitted under Applicable Law in the U.S. to be imported for sale into the U.S., then Ambrx Digital Diagnostics shall not have the right to terminate the license with respect to such country if BMS Exactus BioSolutions is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 and 5.1 for Compounds Devices or Products with respect to the U.S. In addition, if the applicable termination event relates to a country (other than the U.S. or Japan) from which Product sold in such country is permitted under Applicable Law in the EU to be imported for sale into the EU, then Ambrx Digital Diagnostics shall not have the right to terminate the license with respect to such country if BMS Exactus BioSolutions is then in compliance with its obligations to use Diligent Efforts under Sections 3.13 and 5.1 for Compounds Devices or Products with respect to the EU.