Common use of Termination by Ambrx for Failure of BMS to Use Diligent Efforts Clause in Contracts

Termination by Ambrx for Failure of BMS to Use Diligent Efforts. (a) Subject to Sections 13.4(c), 13.6 and 13.7, Ambrx shall have the right to terminate this Agreement: (i) on a Major Market-by-Major Market basis with respect to all Compounds and Products if BMS is in material breach of its obligation to use Diligent Efforts as set forth in Section 3.12 or 5.1 with respect to such Major Market; provided, however, such license shall not so terminate unless (A) BMS is given six (6) months prior written notice by Ambrx of Ambrx’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Ambrx believes BMS should take to cure such alleged breach, and (B) BMS, or its Affiliates or Sublicensee, has not (1) during the sixty