Termination by BMS. BMS shall have the right to terminate this Agreement, at BMS’ sole discretion, as follows:
Termination by BMS. (Section 11.2). If BMS terminates this Agreement pursuant to Section 11.2, with respect to a particular Product in one or more Regions, then the licenses granted to BMS under Section 7.1 shall automatically terminate solely with respect to such Product in such Region(s), and BMS shall, and hereby does, grant to PDL a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such Region(s). The license described in this Section 11.6(a) shall be exclusive (even as to BMS). PDL and its Affiliates and sublicensees shall have the right to Develop and Commercialize such Product in such Region(s) and shall not be subject to the restrictions set forth in Sections 3.5 and 7.6 with respect to such Product in such Region and such Product shall not be considered a Competing Product or part of a Competing Program.
Termination by BMS. In the event that Aurora materially breaches any of the rights granted to it, or any of the duties or obligations imposed on Aurora, under this Agreement, and such breach is not cured within 90 days following receipt of written notice from BMS to Aurora specifying such breach, then:
12.3.1.1 BMS may terminate this Agreement and/or seek any damages and remedies available to it at law or in equity, or
12.3.1.2 BMS may seek any damages and remedies available to it at law or in equity, and/or may, without affecting or altering Aurora's continuing obligations under this Agreement and without affecting or altering any rights granted to or remedies available to BMS under this Agreement:
12.3.1.2.1 terminate any rights licensed by BMS to Aurora under this Agreement, in whole or in part, and/or
12.3.1.2.2 if BMS desires that Aurora cease further development of the UHTSS, terminate all remaining payments (other than payments already due and owing as of the date of termination) under section 2.1.5, except that all bonus payments that BMS might otherwise be required to make to Aurora under section 2.1.5.6 shall be void and of no effect.
Termination by BMS. BMS shall have the right to terminate this Agreement in the event that on or before the 18-month anniversary of the Effective Date SGI shall not have both:
(i) Obtained and received unconditional cash payment of an aggregate of at least $[*] in working capital; and
(ii) Completed each of the following to the reasonable satisfaction of BMS, to the extent that the scientific results obtained by SGI and prevailing market conditions do not, in the reasonable determination of BMS, indicate that same should be abandoned:
(A) Evaluation of assays to evaluate clinical grade BR96 sFv-PE4O for use in the re-commencement of Phase I studies thereof;
(B) Production and in vitro analysis of anti-CD4O-immunotoxins as anti-cancer agents for purposes of treating hematologic malignancy;
(C) Design of studies to evaluate novel BR96-based drugs; and
(D) Design of studies to evaluate the utilization of human enzymes in mAb-sFv-enzyme fusion proteins.
Termination by BMS. 13.5.1 Any rights granted by Ligand pursuant to this Agreement shall terminate on a country-by-country and Licensed Product-by-Licensed Product basis effective upon termination under Section 13.2 of the Upstream License Agreement with respect to such sublicensed rights; provided, however, that such sublicensed rights shall not terminate if, as of the effective date of such termination by BMS under Section 13.2 of the Upstream License Agreement, Retrophin is not in material breach of its obligations to Ligand under this Agreement, and within sixty (60) days of such termination Retrophin agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting Retrophin for Ligand.
13.5.2 BMS may terminate the Upstream License Agreement where (a) Retrophin or its Affiliate (alone or in collaboration with a Third Party) undertakes the clinical development of a product that contains a [***] prior to the first U.S. NDA Approval being obtained for a Licensed Compound or (b) Retrophin or its Affiliate (alone or in collaboration with a Third Party) markets a product that contains a [***] within [***] years following the first U.S. NDA Approval for a Licensed Product.
Termination by BMS. 13.5.1 Any rights granted by Ligand pursuant to this Agreement shall terminate on a country-by-country and Licensed Product-by-Licensed Product basis effective upon termination under Section 13.2 of the Upstream License Agreement with respect to such sublicensed rights; provided, however, that such sublicensed rights shall not terminate if, as of the effective date of such termination by BMS under Section 13.2 of the Upstream License Agreement, Retrophin is not in material breach of its obligations to Ligand under this Agreement, and within sixty (60) days of such termination Retrophin agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting Retrophin for Ligand.
13.5.2 BMS may terminate the Upstream License Agreement where (a) Retrophin or its Affiliate (alone or in collaboration with a Third Party) undertakes the clinical development of a product that contains a [***]*** prior to the first U.S. NDA Approval being obtained for a Licensed Compound or (b) Retrophin or its Affiliate (alone or in collaboration with a Third *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Party) markets a product that contains a [***] within [***] years following the first U.S. NDA Approval for a Licensed Product.
Termination by BMS. Subject to Section 7.4, BMS shall have the right to terminate this Agreement upon delivery of written notice to Licensors in the event of any material breach by Repligen and/or UM of any terms and conditions of this Agreement, provided that such breach has not been cured within ninety (90) business days after written notice thereof is given by BMS to Licensors specifying the nature of the alleged breach.
Termination by BMS. This Agreement may be terminated as a whole by BMS at any time from and after the second anniversary of the EFFECTIVE DATE pursuant to written notice and payment if the applicable amount set forth below: [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] [*] $[*] [*] $[*] Any foregoing amount payable by BMS is: (i) additional to all amounts that have in due course become payable under Section 4.4 and (ii) subject to any available credit resulting from any prior Milestone Payments made by BMS under Section 4.2
Termination by BMS. 22 12.3 Breach......................................................................22 12.4
Termination by BMS. BMS shall have the right to terminate this Agreement at any time prior to the Acceptance Date with respect to the Initial System, upon notice to IRORI, without further obligation to IRORI except as provided in this Section 12.2 and in Section 12.4(b). In conjunction with BMS's giving of any such notice, BMS shall pay the next payment of the Initial System Purchase Price that would have accrued under Section 4.2 if BMS had not terminated this Agreement. In addition, following any such termination, IRORI shall be entitled to retain all payments of the Initial System Purchase Price that BMS shall have made prior to the date of any such notice, and BMS shall remain liable to IRORI for all payments of the Initial System Purchase Price that shall have accrued but shall not have been paid prior to the date of any such notice.
