Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion by giving thirty (30) days’ advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section 8.2 can be effected only through a written notice specifically referring to this Section 8.2. No later than thirty (30) days after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however, that each Party may retain one copy of Information received from the other Party in its confidential files for record purposes. In the event of termination under this Section 8.2: (i) each Party shall pay all amounts then due and owing as of the termination date; and (ii) except for the surviving provisions set forth in Section 8.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; provided, however, that upon payment of the License Fee pursuant to Section 5.1 Merck shall have a fully paid-up non-exclusive license under Company Information and Inventions and Company’s interest in Joint Information and Inventions to [***]. Upon termination, the Parties shall confer to determine how the Joint Patent Rights will be addressed.
Termination by Merck. In the event that this Agreement is terminated by Merck under Section 8.5.2 then in addition to the provisions of Section 8.6 (which shall apply) this Section 8.8.1 shall also apply. In the event that this Agreement is terminated due to the rejection of this Agreement by or on behalf of Ablynx due to an Insolvency Event (or other termination event under Section 8.5.2 by Merck), all licenses and rights to licenses granted under or pursuant to this Agreement by Ablynx to Merck are and shall otherwise be deemed to be licenses of rights to “intellectual property”. The Parties agree that Merck, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under any applicable insolvency statute, and that upon commencement of an Insolvency Event (or other termination event under Section 8.5.2) by or against Ablynx, Merck shall be entitled to a complete duplicate of or complete access to (as Merck deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Merck (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by Merck, unless Ablynx elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of Ablynx, then upon written request therefore. The provisions of this Section 8.8.1 shall be (1) without prejudice to any rights Merck may have arising under any applicable insolvency statute or other applicable law and (2) effective only to the extent permitted by applicable law.
Termination by Merck. Merck will have the right, at any time, to terminate this Agreement in its entirety, or with respect to an Exclusive License only, by providing not less than sixty (60) days’ prior written notice to Mersana of such termination. Any such termination of an Exclusive License will not affect the continuation of any other Exclusive License or this Agreement.
Termination by Merck. Notwithstanding anything contained herein to the contrary, after June 30, 2005, Merck shall have the right to terminate this Agreement at any time in its sole discretion by giving ninety (90) days' advance written notice to Vertex; provided, however (a) during the second (2nd) year of the Research Program Term, Merck shall provide [***] advance written notice to Vertex; and (b) if a Product has received a Marketing Authorization in a Major Market and such termination is for a reason other than a Valid Safety Issue, [***] advance written notice shall be required. Not later than thirty (30) days after the date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain one copy in its confidential files for records purposes. In the event of termination under this Section 8.2: (i) Merck shall pay Vertex all amounts then due and owing as of the termination date; and (ii) except for the surviving provisions set forth in Section 8.6, the rights and obligations of the Parties under this Agreement shall terminate as of the date of such termination. For the purposes of this Agreement, a "Valid Safety Issue" shall mean [***].
Termination by Merck. Notwithstanding anything contained in this Agreement to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion and for any reason after the end of the Research Program Term by giving ninety (90) days' advance written notice to Metabasis. Not later than thirty (30) days after the date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain one copy in its confidential files for records purposes, provided that Metabasis may retain and use Merck Information to the extent necessary to exercise Metabasis' rights set forth below in this Section 9.2. In the event of termination under this Section 9.2:
(a) each Party shall pay all amounts then due and owing as of the termination date;
(b) the licenses granted under Sections 3.1 and 3.2 shall automatically terminate and revert to the granting Party;
(c) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in any and all [***] that was originally conceived or reduced to practice [***] for any and all purposes;
(d) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in the [***] that was originally conceived or reduced to practice [***] for any and all purposes;
(e) only in the event that prior to such termination, Merck had exercised its right to extend Metabasis' Exclusive Efforts pursuant to Section 2.10 and such additional exclusive period had in fact commenced, each party shall take the following actions with respect to any Collaboration Compound or Product that was under clinical development or commercialization by Merck at the time of such termination and only to the extent that such Collaboration Compounds or Products had not been terminated or suspended by Merck due to safety or efficacy in accordance with Section 3.5 (for the purposes of this Section 9.2(e) only, collectively, the "Reverted Compounds"):
Termination by Merck. If Merck terminates this Agreement under Section 9.3.1(a) or 9.3.1(b):
(i) each Party shall pay all amounts then due and owing as of the termination date;
(ii) the license granted under Section 3.1(c) shall terminate and be of no further force or effect;
(iii) the licenses granted under Sections 3.1(a), 3.1(b) and 3.2 shall continue in full force and effect in accordance with their terms, subject to compliance by Merck with all applicable surviving provisions of this Agreement (including, without limitation, the provisions of Article 5);
(iv) if Merck believes it has suffered monetary damages as a direct result of Metabasis' breach, Merck shall have the right to make a claim against Metabasis for such damages, subject to Section 11.6 hereof; *** Confidential Treatment Requested
(v) not later than thirty (30) days after the date of such termination, Metabasis shall return or cause to be returned to the Merck all Information in tangible form received from the Merck and all copies thereof, except that Metabasis may retain one copy in its confidential files for records purposes; and
(vi) except as set forth in this Section 9.3.2(a) and in Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.
Termination by Merck. Notwithstanding anything contained herein to the contrary, Merck shall have the right to terminate this Agreement (i) in its entirety or (ii) for a given Collaboration Target, at any time in its sole discretion by giving [***] days’ advance written notice to Company. For the avoidance of doubt, termination by Merck under this Section can be effected only through a written notice specifically referring to this Section 11.2.
Termination by Merck. Notwithstanding anything contained herein to the -------------------- contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion by giving ninety (90) days advance written notice to CytRx. In the event of such termination, the rights and obligations hereunder, including any licenses and any payment obligations not due and owing as of the termination date shall terminate. It is understood that Merck may terminate the Agreement for one or more Targets or [*****] while maintaining the Agreement in effect for any Target not terminated (or [*****] if not terminated).
Termination by Merck. MERCK may terminate this AGREEMENT or any or all COMPOUND SCHEDULES or WORK ORDERS in whole or in part, effective immediately, upon written notice to WXPT if WXPT shall
Termination by Merck. Merck shall have the right to terminate this Agreement at any time in its sole discretion either in its entirety or on a Region-by-Region basis. Any termination under this Section 8.2 shall be accomplished by Merck giving ninety (90) days’ advance written notice to Chimerix (provided, however that Merck shall have the right to terminate this Agreement with respect to a given Product immediately upon written notice to Chimerix in the event that Merck has a safety concern with respect to such Product, which safety concern either (i) has been demonstrated or evidenced by the FDA or applicable Regulatory Authority or (ii) has otherwise been reasonably determined by Merck and Merck has provided evidence of such safety concern to Chimerix (each, a “Safety Termination”)). The effects of termination as set forth in Sections 8.4(b) and (c) shall apply upon Merck’s termination under this Section 8.2; provided, however, that in the event that this Agreement is terminated only with respect to a given Region pursuant to this Section 8.2, then such effects of termination shall only apply with respect to such terminated Region.
