Termination by Schering. In the event Schering terminates this Agreement under Section 8.4(a)(i), due to a breach by Licensor of its material obligations under Section 2.1(a), 2.1(b) or 2.11(a) of this Agreement, then Schering's licenses pursuant to Sections 2.1 and 2.2 shall become fully paid-up, perpetual licenses.
Termination by Schering. (a) Schering shall have the right to terminate this Agreement upon ninety (90) days' prior notice to Impax if:
(i) Impax is subject to any Regulatory Authority warning letter or sanction, which is general in nature or relates specifically to the Product, and which is not conclusively resolved between Impax and the Regulatory Authority within one hundred eighty (180) days of issue; provided, however, that Impax must diligently pursue resolution of such warning letter or sanction during such period;
(ii) there is a change in control of Impax. For purposes of this provision, a "change in control" shall mean the acquisition of direct or indirect ownership of over fifty percent (50%) of the outstanding voting securities of Impax, or actual control over the management, business and affairs of Impax, by a non-Affiliate thereof; or
(iii) Impax files a petition in bankruptcy, or enters into an arrangement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent. In the event this Agreement is terminated under this Section 11.2(iii), all rights and licenses granted pursuant to Section 10.2 of this Agreement by Impax to Schering are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The parties agree that Schering, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Impax under the Bankruptcy Code, Schering shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property upon written request therefor by Schering. Such intellectual property and all embodiments thereof shall be promptly delivered to Schering (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by Schering, unless Impax 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 Impax upon written request therefor by Schering.
(b) Either party shall...
Termination by Schering. 59 13.3 Termination.................................................... 60
Termination by Schering. Notwithstanding anything contained herein to the contrary, Schering shall have the unilateral right to terminate this Agreement, with or without cause, at any time by giving thirty (30) days advance written notice to ViroPharma.
Termination by Schering. (a) SCHERING shall have the right to terminate the Collaboration Agreement (i) if IDEC elects to discontinue funding of the development of Licensed Product *_____* such termination to be effective after *_____* written notice to IDEC and *_____* or (ii) *_____* effective *_____* days from written notice to IDEC.
(b) Upon any termination under this Section 14.2, the Parties shall have no further rights or obligations under the Collaboration Agreement except as set forth in Sections 14.5 and 14.6.
Termination by Schering. Notwithstanding anything herein to the contrary, Schering shall have the unilateral right to terminate the License Agreement, with or without cause, at any time by giving [. . . *** . . .] advance written notice to CIMA. In the event of such termination, the rights and obligations thereunder, including any payment obligations not due and owing as of the termination date, shall terminate and the licenses granted to Schering shall revert back to CIMA. In the event Schering terminates this Agreement without cause, Schering shall pay CIMA a termination fee in an amount equal to (i) [. . . *** . . .], plus (ii) [. . . *** . . .] in order to perform its obligations under this Agreement.
Termination by Schering. Notwithstanding anything contained herein ----------------------- to the contrary, Schering shall have the unilateral right, but not the obligation, to terminate this Agreement, in its sole discretion, upon written notice to Zonagen if any of the following occur:
(a) the results of the *** do not permit the filing of an NDA for the Licensed Product prior to *** of the Licensed Product; or *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission.
(b) an NDA supporting Regulatory Approval of the Licensed Product with *** is not filed with and accepted for filing by the FDA on or before ***; or
(c) Regulatory Approval permitting the sale of the Licensed Product with *** in the United States has not been granted on or before ***; or
(d) the first Regulatory Approval permitting the sale of the Licensed Product in the United States does not contain labeling that Schering, in its sole discretion, finds satisfactory; or
(e) after Regulatory Approval permitting the sale of the Licensed Product in the United States, serious adverse events are reported with respect to the Licensed Product or the FDA requires a significant change in the labeling of the Licensed Product; or
(f) a license from a third party is required in order to make, have made, use or sell the Licensed Product and the total royalty payable by Schering cumulatively to Zonagen and such third party(ies) exceeds *** of Schering's Net Sales of the Licensed Product.
Termination by Schering. Schering may terminate this Agreement in its entirety on one hundred eighty (180) days prior written notice to Santarus under the following conditions: (a) anytime after submitting its first NDA for a Licensed Product; or (b) if Schering does not receive Marketing Approval in the U.S. for a Licensed Product before [***].
Termination by Schering. SCHERING may terminate this Agreement at any time with respect to one or more Drug Product Candidates or Drug Products, upon six (6) months' prior written notice to VERTEX if the results of clinical studies, in SCHERING's sole judgment, do not warrant further development.
Termination by Schering. PLOUGH FOR BANKRUPTCY OF DELTAGEN OR BY DELTAGEN FOR DELTAGEN'S INABILITY TO COMPLETE MILESTONE. If this Agreement or a Knockout Mice Project is terminated by DELTAGEN pursuant to Section 11.3 or by SCHERING-PLOUGH pursuant to Section 11.4.2 above, DELTAGEN shall deliver all deliverables prepared or completed by DELTAGEN at the time of such termination, all unused Study Materials and all Data to SCHERING-PLOUGH within sixty (60) days of DELTAGEN'S notice of termination or receipt by DELTAGEN of SCHERING-PLOUGH's notice of termination. DELTAGEN shall provide SCHERING-PLOUGH with a written itemized statement of all work performed by DELTAGEN through the date of termination (including any Milestones actually completed by DELTAGEN) and SCHERING-PLOUGH shall pay such invoiced amount within thirty (30) days of receipt of such statement.
