Termination by Lilly. 10.3.1 Lilly may terminate this Agreement upon written notice to Receptos immediately in the event of a material breach by Receptos or its Affiliates of this Agreement, provided that Receptos has received written notice from Lilly of such breach, specifying in reasonable detail the particulars of the alleged breach, and such breach has not been cured within sixty (60) calendar days following receipt of the relevant notice.
10.3.2 Lilly may terminate this Agreement in Lilly’s sole discretion upon sixty (60) days advance written notice to Receptos, provided that in no event shall such termination relieve Lilly of the obligation to pay the Upfront Fee or any Research Milestone or Development Milestone when earned.
Termination by Lilly. Lilly may terminate this Agreement, with or without cause, effective on any anniversary of the Effective Date, with at least [ * ] prior written notice to Caliper. All rights and obligations applicable under this Agreement through the date of termination shall continue to apply until such date irrespective of any delivery of notice of termination.
Termination by Lilly. Lilly may terminate this Agreement (i) pursuant to Section 3.3.3 upon written notice to Zosano in the event Zosano is not successful in meeting a CSF or (ii) at any time after the first Development milestone payment has been made under Section 8.2, and upon six (6) months’ prior written notice to Zosano.
Termination by Lilly. After December 31, 2005, Lilly may terminate the provision of Maintenance Services for the Product covered by this Maintenance Agreement at any time upon thirty (30) days prior notice to Licensor, whereupon the obligations of the parties under this Maintenance Agreement relating to such Product not expressly surviving shall cease.
Termination by Lilly. Upon any material breach of this Agreement by Company, Lilly may, at its option, terminate this Agreement upon ninety (90) days written notice to Company. Such termination shall become effective at the end of such ninety (90) day period unless Company cures such breach or violation during such ninety (90) day period.
Termination by Lilly. 20.4.1 Lilly shall also have the right to terminate this Agreement in its entirety, or on an Exclusive License-by-Exclusive License basis, or a country-by-country basis, in its sole discretion, at any time by providing written notice to Immunocore; such termination to be effective [***] after such notice.
20.4.2 Lilly may terminate any Exclusive License as a result of data suggesting that any Selected Target, or any Product or Selected Candidate, covered by such Exclusive License is not viable or otherwise will not obtain Regulatory Approval on provision of [***] written notice to Immunocore.
Termination by Lilly under Section 8.2(b), 8.2(c) [***]. If this Agreement is terminated by Lilly under Section 8.2(b), 8.2(c) [***] hereof, then: (i) the license granted by ImmunoGen to Lilly pursuant to Section 2.1 hereof shall survive until [***] the date on which Lilly shall have taken the maximum number of Exclusive Licenses available to Lilly pursuant to Section 3.3 hereof; (ii) such license shall be expanded to permit Lilly and its Affiliates to perform any and all activities in connection with the Research Program that would otherwise have been performed by ImmunoGen to carry out the purpose of this Agreement; (iii) Lilly’s right to take Holding Options, Reserve Options and Exclusive Licenses, subject to the terms and conditions of Section 3 hereof, shall survive until the [***], provided that no Holding Option Period or Reserve Option Period shall extend beyond the [***]; (iv) ImmunoGen shall provide the Technical Transfer Materials to Lilly for the purpose of assisting Lilly to exercise its rights set forth in clauses (i), (ii) and (iii) of this Section 8.3(b); and (v) each Party shall promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain, subject to Section 6 hereof, (A) one (1) copy of the Confidential Information of the other Party in its archives for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder, (B) any Confidential Information of the other Party contained in its laboratory notebooks or databases and (C) any Confidential Information of the other Party to the extent reasonably required to exercise its rights and perform its obligations under any outstanding Exclusive License. Notwithstanding the foregoing, and subject to Section 6 hereof, Lilly may retain and use ImmunoGen’s Confidential Information in connection with the exercise of its rights set forth in clauses (i), (ii) and (iii) of this Section 8.3(b) or necessary or useful to exercise other rights under this Agreement that survive such termination.
Termination by Lilly. After * Lilly may * the Product covered by this * Agreement at any time upon thirty (30) days prior notice to Licensor, whereupon the obligations of the parties under this * Agreement relating to such Product not expressly surviving shall cease.
Termination by Lilly. [*****], Lilly may terminate this Agreement for any or no reason, upon three (3) months’ prior written notice to ACI.
Termination by Lilly. In addition to Lilly's rights to terminate pursuant to Section 8.2, Lilly will have the following termination rights:
