Termination by PDL Clause Samples
The 'Termination by PDL' clause grants PDL the right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which PDL may exercise this right, such as breach of contract, insolvency, or failure to meet key obligations by the other party. By clearly defining when and how PDL can terminate the contract, this clause provides a mechanism for PDL to exit the agreement if necessary, thereby managing risk and ensuring flexibility in the contractual relationship.
Termination by PDL. (Section 11.3 and Section 11.4). If PDL terminates this Agreement pursuant to Section 11.3, with respect to a particular Product in one or more Regions, or pursuant to Section 11.4, then the licenses granted to BMS under Section 7.1 shall automatically terminate solely with respect to such Product in such Region(s), and BMS shall, and hereby does, grant to PDL a license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such Region(s). The license described in this Section 11.6(b) shall be exclusive (even as to BMS). PDL and its Affiliates and sublicensees shall have the right to Develop and Commercialize such Product in such Region(s) and shall not be subject to the restrictions set forth in Sections 3.5 and 7.6 with respect to such Product in such Region and such Product shall not be considered a Competing Product or part of a Competing Program. For Products on which BMS has not initiated a Registrational Trial prior to termination, the license described in this Section 11.6(b) shall be fully-paid and royalty-free. For Products on which BMS has initiated a Registrational Trial but which has not received Regulatory Approval prior to termination and that are covered by a Valid Claim of a PDL Licensed Patent or BMS Licensed Patent that, in either case, covers the Product or the manufacture, use or sale of such Product, the license described in this Section 11.6(b) shall bear a royalty of [****]* of PDL’s Net Sales of such Product. For Products on which BMS has received Regulatory Approval prior to termination and that are covered by a Valid Claim of a PDL Licensed Patent or BMS Licensed Patent that, in either case, covers the Product or the manufacture or use of such Product, the license described in this Section 11.6(b) shall bear a royalty of [****]* of PDL’s Net Sales of such Product. BMS’ right to receive royalties under this Section 11.6(b) shall expire on a country-by-country and Product-by-Product basis upon the later of: (i) [****]* from the Launch of such Product in such country; or (ii) expiration of the last Valid Claim of the last to expire BMS Licensed Patent in such country that, in either case, claims the Product or the manufacture or use of such Product. * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.
Termination by PDL. PDL may terminate its rights to DEVELOPMENT and commercialization of PRODUCT [CONFIDENTIAL TREATMENT REQUESTED] PDL, using the same standards PDL would use in assessing whether or not to continue development or commercialization of a product of its own making, that the patent, medical/scientific, technical, regulatory or commercial profile of PRODUCT does not justify continued PDL involvement in the development or commercialization of PRODUCT in such [CONFIDENTIAL TREATMENT REQUESTED]. In such event, the provisions of Paragraph 12.01(c) and Paragraph 5.05 shall apply.
Termination by PDL. PDL may terminate this Agreement at any time upon sixty (60) days' prior written notice to GNE.