Termination by NVS Sample Clauses

Termination by NVS. (a) NVS may terminate this Agreement and all of NVS’ obligations with respect to Collaboration Products under this Agreement at any time for any reason, or for no reason at all, upon [***] prior written notice to HGS. (b) NVS may terminate this Agreement and all of NVS’ obligations with respect to Collaboration Products under this Agreement upon [***] prior written notice (after discussion at the JEC) in the event that (i) NVS determines in good faith, and upon the basis of competent scientific evidence, that there are material safety risks associated with the Collaboration Product or (ii) the Collaboration Product is not approved by the FDA or EMEA after the Parties have exercised Commercially Reasonable Efforts to obtain such approval. (c) In the case of any termination by NVS under this Clause 15.2, NVS and HGS will agree to a wind-down plan covering the orderly transition or termination of [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. activities under the Development Plan and/or Marketing Plan during the relevant termination notice period (“Wind-Down Period”). NVS will be responsible for its share of the Development and Marketing Expenses actually incurred in connection with the plan and non-cancelable obligations incurred during the Wind-Down Period. The Parties agree that neither Party will initiate any new projects or activities during the Wind-Down Period for which it will seek funding or reimbursement from the other Party, that the total costs for the activities undertaken during the Wind-Down Period will not exceed the amount agreed to by the Parties under the Development Plan and/or Marketing Plan for such Wind-Down Period and that the Parties shall use commercially reasonable efforts to minimize the costs for the Wind-Down Period. NVS will be under no obligation to pay any milestone payments to the extent the applicable milestones are achieved during the Wind-Down Period. Notwithstanding the foregoing, NVS will not be responsible for ongoing costs incurred during the Wind-Down Period if HGS agrees to an agreement with a new collaborator for the Collaboration Product during the Wind-Down Period.