Termination by Santarus Clause Samples
The 'Termination by Santarus' clause grants Santarus the explicit right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which Santarus may exercise this right, such as breach of contract by the other party, insolvency, or failure to meet certain milestones. By clearly defining when and how Santarus can terminate the agreement, this clause provides a mechanism for Santarus to manage risk and exit the contract if necessary, ensuring flexibility and protection for their interests.
Termination by Santarus. Santarus shall have the right to terminate this Agreement in its entirety at any time during the Term:
(a) upon one hundred eighty (180) days written notice to Shore, which right may be exercised in Santarus’ discretion. Notwithstanding such termination, all payments made hereunder by Santarus shall be non-refundable but subject to offset and credit as set forth in Section 7.5; and
(b) upon ninety (90) calendar days’ written notice to Shore in the event that Santarus elects to cease sales of Licensed Products in the Territory and desires to transfer and assign to Impax or its designee the Product NDA (as defined in the Impax Sublicense Agreement) and all non-terminable without penalty manufacturing and supply agreements for the Manufacture, distribution and storage of raw materials, Compound and Licensed Products, as set forth in Section 2.4 of the Impax Sublicense Agreement. ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Termination by Santarus. (i) Santarus shall have the right to terminate this Agreement at any time upon written notice to Fleet if Fleet materially breaches any of its representations, warranties, covenants or agreements set forth in this Agreement or otherwise materially defaults in the performance of any of its duties or obligations under this Agreement, which breach or default is not cured within sixty (60) days after written notice is given to Fleet specifying the breach or default.
(ii) Santarus shall have the right to terminate this Agreement immediately upon written notice to Fleet if Fleet shall become insolvent, file or consent to the filing of a petition under any bankruptcy or insolvency law or have any such petition filed against it which has not been stayed within thirty (30) days of such filing or have a receiver appointed over any of Fleet’s property or assets.
(iii) Santarus shall have the right to terminate this Agreement immediately upon written notice to Fleet in the event of a recall or withdrawal of the Product from the Territory resulting from a significant safety risk inherent in the Product and not due to tampering, a remediable manufacturing problem, or other defect that can be cured with respect to Products manufactured after such risk is discovered.
(iv) Santarus shall have the right to terminate this Agreement immediately upon written notice to Fleet in the event that any governmental or regulatory authority takes any action or raises any objection that prevents Santarus from performing its obligations hereunder or otherwise makes such activity unlawful.
(v) Santarus shall have the right to terminate this Agreement at any time by providing One Hundred and Twenty (120) days advance written notice to Fleet.
Termination by Santarus a. Santarus shall have the right to terminate this Agreement at any time upon written notice to Co-Promotion Partner if Co-Promotion Partner materially breaches any of its representations, warranties, covenants or agreements set forth in this Agreement or otherwise materially defaults in the performance of any of its duties or obligations under this Agreement, other than those duties or obligations which are set forth in Sections 3.1(a), 3.2(a)(ii) or 3.2(b)(ii), which breach or default shall not be cured within sixty (60) days after written notice is given to Co-Promotion Partner specifying the breach or default.
b. Santarus shall have the right to terminate this Agreement on one hundred (180) days prior written notice to Co-Promotion Partner at any time as set forth in Section 3.1(a) (ii) of this Agreement.
c. Santarus shall have the right to terminate this Agreement on at least one hundred eighty (180) days prior written notice to Co-Promotion Partner in the event of a determination by Co-Promotion Partner pursuant to Sections 3.2(a)(ii) or 3.2(b)(ii) not to expand the number of its full-time sales representatives. Notwithstanding the foregoing, any such termination pursuant to this Section 10.2(c) shall not have an effective termination date prior to December 31, 2007.
d. To the extent permitted by law, Santarus shall have the right to terminate this Agreement immediately upon notice to Co-Promotion Partner if Co-Promotion Partner shall become insolvent, file or consent to the filing of a petition under any bankruptcy or insolvency law or have any such petition filed against it which has not been stayed within sixty (60) days of such filing or have a receiver appointed over any of Co-Promotion Partner's property or assets.