Termination by AstraZeneca. (a) If Licensee fails to close the Financing and issue the License Shares to AstraZeneca during the Financing Period, AstraZeneca shall have the right to immediately terminate this Agreement in its entirety, including the rights of any Sublicensees, upon written notice to Licensee.
Termination by AstraZeneca. In the event that Flexion or any of its Affiliates or Sublicensees, anywhere in the world, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy, or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable, then AstraZeneca shall have the right to immediately terminate this Agreement, on ***Confidential Treatment Requested provision of written notice to Flexion, or in respect of any such action by a Sublicensee, AstraZeneca may require that Flexion terminates the sublicense. For the avoidance of doubt, the termination of this Agreement under this Section 17.3 will, subject to Section 17.6.5 below, terminate any sublicence granted by Flexion to a sublicensee of any Intellectual Property Rights licensed to it by AstraZeneca under this Agreement.
Termination by AstraZeneca. Subject to Section 3.3.2, AstraZeneca may terminate this Agreement with immediate effect upon written notice to Targacept stating its intention to terminate this Agreement under this Section 11.2.1(a) (i) at any time on or prior to the Sunset Date if AstraZeneca determines, in its sole discretion, to not proceed with the Development of Ispronicline, in accordance with Section 3.3.2(a), or (ii) thereafter, if neither Party terminates this Agreement as set forth in Section 3.3.2(a), within ten (10) Business Days of delivery of notice of Targacept’s election in accordance with Section 3.3.2(b).
Termination by AstraZeneca. In the event that Flexion or any of its Affiliates or Sublicensees, anywhere in the world, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy, or for an enjoinment, injunction or any other equitable remedy, including any interference, re- ***Confidential Treatment Requested examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable AstraZeneca shall have the right to immediately terminate this Agreement, including the rights of any Sublicensees, on written notice to Flexion.
Termination by AstraZeneca. In the event that Neoprobe or any of its Affiliates or Sublicensees, anywhere in the world, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy, or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable AstraZeneca shall have the right to immediately terminate this Agreement, including the rights of any Sublicensees, on written notice to Neoprobe; provided, however, that AstraZeneca may not terminate this Agreement by reason of any claim, demand or other action or proceeding made or commenced by Neoprobe for breach of any warranty contained in Section 12.2. 9 December 2011 AZ./.Neoprobe Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Termination by AstraZeneca. AstraZeneca may terminate this Agreement, in its entirety or on a Research Plan-by-Research Plan, Candidate Product-by-Candidate Product, or Licensed Product-by-Licensed Product basis: (i) for any or no reason, upon [***] prior written notice to Cellectis; or (ii) [***].
Termination by AstraZeneca. AstraZeneca may terminate this Agreement if it determines, in its sole discretion, that it does not wish to pursue the Joint Research Programme or the further research, development, launch or sale of Dynavax ISS, Collaboration ISS, Candidate Drugs, Product or Combination Product(s) for any reason, including but not limited to, a scientific, technical, regulatory or commercial reasons, including [ * ]. AstraZeneca shall promptly notify Dynavax in writing of such determination and provide Dynavax with the pertinent information with respect thereto. Promptly following the receipt of such notice from AstraZeneca, the Parties shall discuss in more detail the reasons for such termination in good faith. Following such discussion, AstraZeneca may, at its sole discretion, terminate this Agreement in its entirety or with respect to the Product or one or more Combination Products or one or more countries in the Territory upon [ * ] days’ prior written notice. Further, AstraZeneca shall have the right in its sole discretion to terminate this Agreement with respect to a country upon [ * ] days’ prior written notice in the event that any Governmental Authority takes, fails to take, or reasonably could be expected to take or fail to take, any action with respect to the CD, Product or any Combination Product that could have an adverse effect on the Development and/or Commercialization of the CD, Product or Combination Product(s) in such country; provided, however, that AstraZeneca shall have the right to terminate this Agreement with respect to all of Europe if such country is in Europe and AstraZeneca shall have the right to terminate [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. this Agreement in its entirety if such country is or is in a Major Market. In the event of any such termination, if such termination occurs at a time when AstraZeneca is conducting or sponsoring a clinical trial of a CD, the Product or any Combination Product, AstraZeneca shall [ * ].
Termination by AstraZeneca. Subject to Clause 19.2 (Effect of Termination by AstraZeneca) and Clause 19.5 [***], following the Initial Term, AstraZeneca may, upon providing Buyer 12 calendar months’ prior written notice, inform Buyer that it wishes to discontinue the Manufacture and supply of the Supplied Product and terminate this Supply Agreement, provided that, for the avoidance of doubt, the delivery of such written notice (with or without the passage of such time) shall not result in the termination of, or have any impact on the rights and obligations of the Parties under, this Agreement, it being agreed that following the delivery of such notice, this Agreement shall only terminate (if at all) in accordance with the terms set forth in Clause 19.2(a) (Effect of Termination or Notice of Intent to Terminate by AstraZeneca with Identified Third Party) or Clause 19.2(b) (Effect of Termination or Notice of Intent to Terminate by AstraZeneca without Identified Third Party).
Termination by AstraZeneca. (a) If Licensee or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise actively participates as an adverse party in, at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any action, suit, or other proceeding, to invalidate or limit the scope of any AstraZeneca Patent claim or to obtain a ruling that any AstraZeneca Patent claim is unenforceable or not patentable, AstraZeneca shall have the right to immediately terminate this Agreement in its entirety upon written notice to Licensee.
Termination by AstraZeneca. In the event that Licensee or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a AstraZeneca Patent is invalid, unenforceable or otherwise not patentable or would not be infringed by Licensee’s activities absent the rights and licenses granted hereunder, AstraZeneca shall have the right to immediately terminate this Agreement in its entirety, including the rights of any Sublicensees, upon written notice to Licensee.
