Common use of Termination by BMS at Will Clause in Contracts

Termination by BMS at Will. BMS may terminate this Agreement as a whole or on a country-by-country and/or Product-by-Product basis, effective upon three (3) months prior written notice to Ambrx in the case where Regulatory Approval has not been obtained for the applicable Product in either the U.S. or the EU or upon six (6) months prior written notice to Ambrx in the case where Regulatory Approval has been obtained in either the U.S. or the EU. Following any such notice of termination under this Section 13.2(a), no milestone payments will be due on milestones achieved during the period between the notice of termination and the effective date of termination. Following any such notice of termination under this Section 13.2(a), for the period ending upon the earlier of the end of the Research Term (in the absence of such termination) or six (6) months following the date of the notice of termination, BMS shall be responsible for the payment for (i) BMS funded Ambrx FTEs under Section 3.4 and (ii) the committed Third Party Costs (which have been agreed to by BMS and are set forth in the Research Plan in accordance with Section 3.4(c)); provided that, in each case, Ambrx shall use Diligent Efforts to avoid, cancel or otherwise limit such Third Party Costs incurred by Ambrx after BMS’ notice of termination.