Termination by Emergent Clause Samples
The 'Termination by Emergent' clause grants Emergent the right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which Emergent may exercise this right, such as breach of contract, insolvency, or failure to meet performance standards by the other party. By clearly defining when and how Emergent can terminate the contract, this clause provides a mechanism for Emergent to protect its interests and exit the agreement if necessary, thereby managing risk and ensuring flexibility.
Termination by Emergent. Emergent may terminate this Agreement if Aptevo breaches this Agreement and (i) does not cure such breach within sixty (60) days after receipt of written notice of such breach from Emergent or (ii) such breach is incapable of cure, as determined in Emergent’s reasonable discretion.
Termination by Emergent. Emergent shall be entitled to terminate this Agreement:
(a) with immediate effect if sanofi pasteur challenges the validity or enforceability of any Emergent Patent Rights or Joint Patent Rights;
(b) if sanofi pasteur is in material breach of its obligation to use Commercially Reasonable Efforts pursuant to Clause 5.12 and does not remedy such breach within ninety (90) days of its receipt of written notice from Emergent requiring such breach to be remedied and without prejudice to the generality of the foregoing, sanofi pasteur shall be deemed to be in breach of such obligation if:
(i) there has been a material failure by sanofi pasteur to execute, resource or deliver the Development Plan;
(ii) at any time prior to the grant of a Marketing Authorisation for a Product in a Major Market Country, sanofi pasteur does not have at least one Programme Antigen in active clinical Development provided that at least one Programme Antigen has met the Selection Criteria;
(iii) sanofi pasteur fails to select and progress into clinical Development a Programme Antigen that has met the Selection Criteria unless there is already a Programme Antigen in a Phase I Study or a later stage of active clinical Development or a Product is being marketed in a Major Market Country;
(iv) there is a material failure by sanofi pasteur to maintain, augment, exploit or defend the Emergent Technology or the Joint Technology in a commercially reasonable manner;
(v) sanofi pasteur fails to conduct any substantial Development activities during any twelve (12) month period;
(vi) there is a material failure by sanofi pasteur, other than for technical reasons, to use Commercially Reasonable Efforts to Develop the Product for all target vaccine populations agreed in the target product profile (e.g., new-borns, children to age two (2) and Adolescents);
(vii) sanofi pasteur or one of its Affiliates or any Sub-Licensee undertakes a Phase II study with a Competitive Product and sanofi pasteur is not actively continuing to Develop or Commercialise a Product;
(viii) sanofi pasteur or one of its Affiliates or any Sub-Licensee commences a Phase III Study with a Competitive Product, before sanofi pasteur commences a Phase III Study with a Product and sanofi pasteur is not actively continuing to Develop or Commercialise a Product;
(ix) there is a material failure by sanofi pasteur to provide Emergent with adequate and sufficiently detailed information to enable Emergent to assess whether sanofi pasteur is i...
Termination by Emergent