Termination by GSK. At any time after one (1) year after the ------------------ Effective Date, GSK may terminate this Agreement in its sole discretion on a country-by-country basis, or in its entirety, by giving Unigene at least ninety (90) days written notice (with such written notice to include a reasonably detailed explanation of the reasons for the termination, including the applicable provision of this Section 10.4 and the supporting evidence therefore) thereof at any time for any of the reasons set forth below based on a reasonable determination by GSK, using the same standards GSK would use in assessing whether or not to continue development or commercialization of a product of its own making in its own portfolio, that:
(i) the Licensed Product has:
(1) safety concerns which do not justify continued development or commercialization, would significantly disadvantage the Licensed Product with respect to other compounds or products and/or would significantly reduce the value of the opportunity, all in GSK's reasonable business determination; or
(2) efficacy concerns which do not justify continued development or commercialization, or would significantly disadvantage the Licensed Product with respect to other compounds or products and/or would significantly reduce the value of the opportunity, all in GSK's reasonable business determination; or
(3) substantial difficulty in meeting developmental timelines; or
(4) substantial increases in development costs from current projections;
(ii) the cost of goods for commercial supply of Licensed Product would significantly reduce the value of the opportunity;
(iii) changes to the osteoporosis market and/or the competitive environment reduce the sales forecast below a commercially viable threshold normally applied by GSK within its own portfolio;
(iv) government, regulatory or another recognized institution imposes a new law or requirement, or establishes guidelines or a pattern of practice, which means:
(1) the continued development or commercialization of the Licensed Product violates such a law or requirement, or
(2) the value of the opportunity is significantly reduced, or
(3) the pricing and/or reimbursement environment has changed in such a way as to significantly reduce the projected value of the opportunity, or
(4) a condition in (i) or (iii) above becomes applicable.
Termination by GSK with Respect to the OBD Chronic Product. ----------------------------------------------------------
Termination by GSK. If this Agreement is terminated by GSK pursuant to Section 11.2.2 or 11.2.3:
(a) All licenses granted by SYNTA to GSK pursuant to Section 8.1.1 (including any additional licenses required to Manufacture API), shall survive the termination in each case subject to GSK’s continued payment of certain milestones related to the Ongoing Clinical Trial (as further described below) and royalty payments under and in accordance with this Agreement with respect thereto.
(b) SYNTA shall grant to GSK the right to use and disclose in connection with the Development and Commercialization of Products all SYNTA Confidential Information Controlled by SYNTA that is necessary for, and relates directly to, the Development and Commercialization of Products as such Products were being Developed or Commercialized hereunder as of the effective date of termination of this Agreement and the Parties agree that all such SYNTA Confidential Information shall be subject to clause (i) of the second sentence of Section 7.1.1 as if it were GSK Confidential Information but shall not be subject to clause (ii) of the second sentence of Section 7.1.1.
(c) All licenses granted by GSK to SYNTA pursuant to Section 8.1.2 shall terminate, and in the case of termination by GSK pursuant to Section 11.2.2, SYNTA shall continue to be subject to the obligations set forth in Section 8.4.1 for [***] following such termination.
(d) SYNTA’s rights to conduct SYNTA Co-Commercialization Activities for the Co-Commercialized Product under Section 5.1.1(a) and/or under any Co-Commercialization Agreement shall terminate and all Co-Commercialized Products shall thereafter become Royalty-Bearing Products.
(e) Each Party shall promptly return all Confidential Information of the other Party that is not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
(f) If GSK delivers notice of termination pursuant to either Section 11.2.2 or 11.2.3 prior to Completion of the Ongoing Clinical Trial, then during the period Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. commencing on the date of such notice and continuing until the...
Termination by GSK. Subject to Section 5.2 above, GSK may terminate this Agreement upon breach by ViroPharma of ARTICLE V if the breach is not cured within forty-five (45) days after written notice thereof to ViroPharma. In addition, GSK may terminate this Agreement upon breach by ViroPharma of any payment obligation contained herein, if such breach is not cured within five (5) business days after written notice thereof to ViroPharma.
Termination by GSK. GSK shall have the unilateral right to terminate this Agreement on [*] day’s prior written notice if Zai Lab: (i) fails to reach the milestones scheduled in the Development Plan unless for reasons beyond the reasonable control of Zai Lab such as the requirements of competent Regulatory Authority, (ii) [*]. In the event of a good faith dispute with respect to the basis of any termination under Section 9.2(a)(iii), the cure period shall be tolled until such time as the dispute is resolved pursuant to Section 12.1 and GSK shall only have the right to terminate this Agreement if the dispute is resolved in its favor.
Termination by GSK. GSK shall have the unilateral right to terminate this Agreement on [*] day’s prior written notice if Zai Lab: (i) fails to reach the milestones scheduled in the Development Plan unless for reasons beyond the reasonable control of Zai Lab such as the requirements of competent Regulatory Authority, (ii) fails to make any payment owed to GSK for more than [*] days, or (iii) fails to use Commercially Reasonable Efforts in the Development and Commercialization of Products as provided for in this Agreement and does not cure such failure within [*] days after GSK’s notification of such failure. In the event of a good faith dispute with respect to the basis of any termination under Section 9.2(a)(iii), the cure period shall be tolled until such time as the dispute is resolved pursuant to Section 12.1 and GSK shall only have the right to terminate this Agreement if the dispute is resolved in its favor. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Termination by GSK. GSK may terminate this Agreement, in whole or in part on a Licensed Vaccine by Licensed Vaccine basis, or on Licensed Patent Right by Licensed Patent Right basis, or on a country-by-country basis or for the whole Territory without cause, by giving [**] prior written notice to Antigenics MA.
Termination by GSK. 11.3.1 GSK may terminate this Agreement upon written notice to VALEANT (a) immediately in the event of a material breach by VALEANT or its Affiliates of this Agreement, provided that VALEANT has received prior written notice from GSK of such breach, specifying in reasonable detail the particulars of the alleged breach, such breach is continuing for ninety (90) days after such notice and such breach has not been cured within such ninety (90) day period; (b) immediately in the event (i) that VALEANT becomes insolvent or is unable to pay its debts when due; (ii) VALEANT files a petition in bankruptcy, reorganization or similar proceeding, or, if such a petition is filed against VALEANT, such petition is not dismissed within ninety (90) days; (iii) VALEANT discontinues all of its business; (iv) a receiver is appointed or there is an assignment for the benefit of VALEANT’s creditors; (c) upon sixty (60) days' written notice to VALEANT, at GSK’s sole discretion, until sixty (60) days after receipt by GSK of a copy of the first Complete Response Letter by the FDA to the first NDA for the first Product under and as defined by the Prescription Drug User Fee Act; or (d) on a country by country and a Product by Product (or, if applicable, Additional Product by Additional Product) basis or in its entirety for any reason: (i) upon ninety (90) days’ prior written notice to VALEANT prior to the Launch of the first Product in the Field in such country in the Territory; and (ii) upon one hundred eighty (180) days’ prior written notice to VALEANT following the Launch of the first Product in the Field in such country in the Territory; provided that if GSK elects to terminate under this Section 11.3.1(d) on a Product by Product or Additional Product by Additional Product basis, all dosage forms of such Product or Additional Product, as applicable, in the applicable country must be terminated.
11.3.2 If GSK terminates this Agreement pursuant to Section 11.3.1(c) or (d), the Program Transfer Provisions will apply with respect to the terminated country or countries in the Territory and terminated Product (or, if applicable, terminated Additional Product).
11.3.3 For the avoidance of doubt, upon GSK’s termination of this Agreement pursuant to Section 11.3.1(c) or (d), GSK’s rights included in the License granted by VALEANT to GSK under this Agreement with respect to the terminated portion of the Territory and terminated Product (or, if applicable, terminated Additional Product) w...
Termination by GSK. (i) In the event of a termination of this Agreement by GSK pursuant to Section 11.2.1 (a) the rights and licenses granted by GSK to NeuroMetrix under Section 2.1.1 through Section 2.1.3 shall become irrevocable, (b) the rights and licenses granted by NeuroMetrix to GSK under Section 2.2 shall become irrevocable, (c) GSK’s obligation to make the milestone payments set forth in Section 6.1 shall immediately terminate, and (d) the Restricted Period with respect to GSK’s obligations under Section 3.10.2 shall be deemed to be terminated and the restrictions on GSK under Section 3.10.2 shall be of no further effect.
(ii) In the event of a termination of this Agreement by GSK pursuant to Section 11.2.3 or Section 11.2.4 (a) the rights and licenses granted by GSK to NeuroMetrix under Section 2.1.1 through Section 2.1.3 shall become irrevocable, (b) the rights and licenses granted by NeuroMetrix to GSK under Section 2.2 shall become irrevocable, and (c) GSK’s obligation to make the milestone payments set forth in Section 6.1 shall immediately terminate.
(iii) In the event of a termination of this Agreement by GSK pursuant to Section 11.2.2, (a) the rights and licenses granted by GSK to NeuroMetrix under Section 2.1.1 through Section 2.1.3 shall become irrevocable, (b) the rights and licenses granted by NeuroMetrix to GSK under Section 2.2 shall become irrevocable, (c) Section 3.9.1 (including GSK’s obligations thereunder) shall survive (provided that clause (a) of the proviso of Section 3.9.1 shall be of no effect), (d) GSK’s obligation to make the milestone payments set forth in Sections 6.1(i), 6.1(ii) and 6.1(iii) shall immediately terminate; and (e) GSK’s obligation to make the milestone payments set forth in Sections 6.1(iv) and 6.1(v) shall survive such termination; provided that (1) the applicable milestone amounts payable by GSK under Sections 6.1(iv) or 6.1(v), as applicable, shall be discounted by [***], and (2) after reducing the amount payable pursuant to the foregoing clause (1), GSK may deduct from its milestone payment the [***].
Termination by GSK. In addition to any other remedies available at law or in equity, GSK may immediately terminate this Agreement in accordance with the following provisions of this Clause 15.2:
