Roche Explanation Sample Clauses

Roche Explanation. 7.4.1 If Maxygen believes that Roche has failed to exercise Commercially Reasonable Efforts with respect to any Product and/or Initial Indication, then Maxygen may give Roche written notice of such alleged failure, identifying the Product at issue and giving specific detailed reasons of such allegation. Within [****] days following Roche’s receipt of any such notice from Maxygen (“Response Period”), Roche shall have the right to provide Maxygen with a written response specifying, in reasonable detail, how it has used the required Commercially Reasonable Efforts. 7.4.2 If Roche fails within the applicable Response Period (a) to provide Maxygen a written response, in reasonable detail, indicating (x) the manner in which Roche is in compliance with its obligations, or (y) how Roche has remedied any breach thereof, or (z) why such failure is due to a Force Majeure Event (as defined in Section 20.2), or (b) to remedy any breach of its obligations, then Maxygen shall have the right to terminate this Agreement, in whole or in part (i.e., as to any Product and/or as to any portion of the Territory in which Roche has failed to meet its obligations (taken as a whole) under this Agreement), upon written notice to Roche effective as of the end of the Response Period. In the event of such termination, Maxygen shall thereafter have the exclusive rights to commercialize such Product in the applicable country, alone or with Third Parties pursuant to Section 18.7.
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