Termination by Bluebird Clause Samples
Termination by Bluebird. Bluebird will have the right to terminate this Agreement in full upon delivery of written notice to Celgene in the event of any material breach by Celgene of any terms and conditions of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement, provided that such termination will not be effective if such breach has been cured within [***] after written notice thereof is given by Bluebird to Celgene specifying the nature of the alleged breach (or, if such default cannot be cured within such [***] after such notice if Celgene commences actions to cure such default within such [***] and thereafter diligently continues such actions, but fails to cure the default by the end of such [***]); provided, however, that to the extent such material breach involves the failure to make a payment when due, such breach must be cured within [***] after written notice thereof is given by Bluebird to Celgene.
Termination by Bluebird. Bluebird may terminate this Agreement at will in its sole discretion, on not less than [***] prior written notice to Biogen.
Termination by Bluebird. (a) BLUEBIRD is entitled to terminate this Agreement: [***].
(b) In addition, BLUEBIRD may terminate any Work Order for convenience with prior written notice of at least [***] days.
(c) If this Agreement has been terminated by BLUEBIRD pursuant to Section 13.3(a)(i), all Reservation Fee and Reservation Fee Supplements paid to NOVASEP shall be refunded by NOVASEP to BLUEBIRD.
(d) If this Agreement has been terminated by BLUEBIRD pursuant to Section 13.3(a)(ii) in order to compensate NOVASEP for its capacity reservation costs and other expenses, BLUEBIRD shall:
(i) forfeit any right to receive a refund or credit of. or otherwise recover the Reservation Fee and Reservation Fee Supplement paid to NOVASEP; provided, however, for the sake of clarity. this Section 13.3(d)(i) does not affect refundability, credibility or other recovery rights prior to effectiveness of the termination; and
(ii) pay to NOVASEP a termination fee equal to (A) prior to January 1, 2021. any remaining payments pursuant to any then-effective Work Orders (including purchase orders thereunder), and (B) beginning January 1, 2021, based on the price of Product covered by the Binding Forecast, as of the date of the termination notice.
(e) [***]
(f) [***]
(g) [***] This subsection (g) shall not apply in the event any Work Orders are terminated in connection with the termination of this Agreement.
Termination by Bluebird