Common use of Termination by BMS for Safety Reasons Clause in Contracts

Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Product-by-Product and/or country-by-country basis upon written notice to Ambrx based on Safety Reasons. Upon such termination for Safety Reasons, BMS shall be responsible, at its expense, for the wind-down of any Development of the applicable Product (including any Clinical Trials for the applicable Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Product. Such termination shall become effective upon the date that BMS notifies Ambrx in writing that such wind-down is complete. Following any such notice of termination under this Section 3.2(b), 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 3.2(b), 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. If Ambrx does not agree with BMS’ opinion that BMS’ termination was due to Safety Reasons, such dispute shall be handled in accordance with Section 16.2. If such dispute is resolved pursuant to Section 16.2 in Ambrx’s favor, in such case such termination shall be treated as a termination by BMS under Section 13.2(a).

Termination by BMS for Safety Reasons. BMS may terminate this Agreement on a Product-by-Product Product, Collaboration Target-by-Collaboration Target and/or country-by-country basis upon written notice to Ambrx based on Safety Reasons. Upon such termination for Safety Reasons, BMS shall be responsible, at its expense, for the wind-down of any Development of the applicable Product (including any Clinical Trials for the applicable Product being conducted by or on behalf of BMS) and any Commercialization activities for the applicable Product. Such termination shall become effective upon the date that BMS notifies Ambrx in writing that such wind-down is complete. Following any such notice of termination under this Section 3.2(b), 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 3.2(b), for the period ending upon the earlier of the end of the Research Term (in the absence of such termination) or six three (63) 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. If Ambrx does not agree with BMS’ opinion that BMS’ termination was due to Safety Reasons, such dispute shall be handled in accordance with Section 16.2. If such dispute is resolved pursuant to Section 16.2 in Ambrx’s favor, in such case such termination shall be treated as a termination by BMS under Section 13.2(a).