Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in accordance with Section 10.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Section 2.1.3 (Additional Development Diseases) and Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying or has an obligation to pay royalties (including a future obligation to pay royalties with respect to a Licensed Product being Developed hereunder that has not yet been Commercialized) pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to any third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 10.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 10.2.2(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to other Third Parties pursuant to Section 5.6.3(d) with respect to activities of Celgene in exercising such licenses.
Termination by Celgene pursuant to Section 12.2 or by EPIZYME Pursuant to Section 12.3 or Section 12.5. In the event of termination by CELGENE pursuant to Section 12.2 or by EPIZYME pursuant to Section 12.3 or Section 12.5, whether in its entirety or with respect to one or more Selected Target(s), (w) such termination of a Selected Target shall be effective with respect to the entire Development Program for such Selected Target; (x) the applicable Available Target (if the entire Agreement is terminated during the Option Term) or Selected Target shall be deemed a “Terminated Target” and all Licensed Compounds and Licensed Products Directed to such Terminated Target, and related Diagnostic Products, shall be deemed “Terminated Products,” (y) each country in the CELGENE Territory terminated by EPIZYME pursuant to Section 12.3 shall be deemed a “Terminated Country” for such Terminated Target or if this Agreement is terminated in its entirety or with respect to a Selected Target (whether by EPIZYME or CELGENE), all countries in the CELGENE Territory shall be deemed “Terminated Countries” for the applicable Terminated Target(s) and the EPIZYME Territory shall include such Terminated Country(ies) with respect to such Terminated Target(s), and (z) the following shall apply:
Termination by Celgene. On a Terminated Target-by-Terminated Target or Lapsed Target-by-Lapsed Target basis, as applicable, in the event CELGENE terminates this Agreement pursuant to Section 12.4.2, (i) all licenses granted to EPIZYME under Sections 5.2.1 through 5.2.5, inclusive, with respect to the Terminated Target and Terminated Products or Lapsed Target, as applicable, shall be terminated and of no further force and effect; (ii) the licenses granted to CELGENE pursuant to Sections 5.1.2 and 5.1.3 shall become perpetual, irrevocable and fully paid-up with respect to such Terminated Target and Terminated Products and shall survive any such termination, and (iii) all provisions of this Agreement shall terminate except as set forth in Section 12.6.3(b)(ii) and Section 12.7.2 (subject to Section 12.6.3(b)(i)) and shall apply solely with respect to such Terminated Target.
Termination by Celgene. 10.2.1 Celgene shall have the right to terminate this Agreement at any time in its sole discretion upon […***…] advance notice to Zymeworks with respect to:
(a) the Agreement in its entirety; or
(b) any Collaboration Sequence Pair and the associated Antibody(ies) and Product(s) (such Antibody(ies) and Product(s), the “Terminated Antibodies and Products”).
Termination by Celgene. Notwithstanding anything to the contrary contained herein, with respect to the d-MPH Products, in event that Novartis has not made all required filings with the Japanese Ministry of Health and Welfare within five years of the date of execution of this Agreement, all licenses and rights granted to Novartis with respect to the d-MPH Products in Japan shall terminate.
Termination by Celgene. Celgene may terminate this Agreement in its entirety (but, for clarity, not on Program by Program basis) at will, subject to Section 11.3.2, at any time during the Term upon [***] prior written notice to the other Party hereunder.
Termination by Celgene. Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Termination by Celgene. With the exception of the Sponsored Research Funding of Section 4.1.2, which is non-terminable, this Agreement and all of Celgene's rights and obligations hereunder shall be terminable by Celgene, if Celgene or its Affiliates or Sublicensee(s) ceases to develop at least one Licensed Product, including either an Amino Thalidomide Product or a Revimid Product, upon ninety (90) days written notice to CMCC, and upon payment of all accounts due CMCC through the effective date of termination. In such event, the provisions of Section 3 shall apply.
Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in accordance with Section 10.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *];
Termination by Celgene
