Opt-Out During Commercialization Clause Samples

Opt-Out During Commercialization. Licensee shall have the right to terminate the Agreement on a Product-by-Product and country-by-country basis [***] with [***] prior written notice to BioGenerics, and only if (a) Licensee concludes, in good faith, that Commercialization of such Product or in such country is not commercially viable, (b) if Licensee concludes, in good faith, that there are material safety, efficacy or patient tolerability issues with such Product that cannot be remedied or overcome, or (c) if Licensee concludes, in good faith, that it would be difficult to Develop and/or Commercialize the Product in a country in the Territory due to its internal/portfolio reason. The “Opt-out Date” with respect to this Section B [***].