Termination by Veracyte on a Country-by-Country Basis for Failure to Maintain Sales Force Sample Clauses

Termination by Veracyte on a Country-by-Country Basis for Failure to Maintain Sales Force. In addition to any other remedies that may be available to Veracyte, if at any time (a) following twelve (12) months after Veracyte or Genzyme receives reimbursement from payers covering about twenty percent (20%) of the County’s population and any required Marketing Authorization for the Test in a Country, should Genzyme fail to use its Commercially Reasonable Efforts to (i) if such Country is in the Comprehensive Services Territory, market, promote, detail and sell the Test in any such Country as provided herein (other than due to a force majeure event, a recall, or a supply shortage) or (ii) if such Country is in the Dedicated Promotion Only Territory, market, promote and detail the Test in any such Country as provided herein (other than due to a force majeure event, a recall, or a supply shortage), or (b) following the Effective Date, should Genzyme fail to continue to employ a direct sales force in any Country, then, in either case, Veracyte will have the right to deliver a notice to Genzyme (a “Country Removal Notice”). Such Country Removal Notice shall identify the Country (or Countries) where Veracyte reasonably believes in good faith that Genzyme failed to use its Commercially Reasonable Efforts to market, promote, detail and, if applicable, sell the Test or fail to continue to employ a direct sales force including sufficient detail for Genzyme to understand and attempt to cure its failure to perform and any information regarding the market opportunity in such Country. Within one hundred twenty (120) business days following receipt of such Country Removal Notice, if Genzyme (i) has failed to undertake in good faith its obligations to use its Commercially Reasonable Efforts to market, promote, detail and, if applicable, sell the Test in the Country that is subject of such Country Removal Notice, and (ii) such failure is not due primarily to any breach of this Agreement by Veracyte, then such Country shall be a Removed Country. For purposes of clarity, Genzyme will not be owed any additional DPO Promotion Fees and Veracyte will not be owed any additional CS Royalties with regard to such Removed Country based on Net Revenue recognized from such Country on and after the date such Country becomes a Removed Country.
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Related to Termination by Veracyte on a Country-by-Country Basis for Failure to Maintain Sales Force

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  • Termination by Customer Customer may terminate this Agreement:

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  • Termination by Contractor If Owner shall at any time: (i) fail to pay any undisputed amount; (ii) fail to materially comply with any of its material obligations under this Agreement (but only to the extent such material failure and the impact thereof is not subject to adjustment by Change Order as set forth in Section 6.2); or (iii) experience an Insolvency Event (each of the foregoing being an “Owner Default”) then, Contractor has the right (without prejudice to any other rights under the Agreement) to provide written notice to Owner specifying the nature of the Owner Default and demanding that such Owner Default be cured. If: (a) with respect to clause (i) Owner fails to cure such Owner Default within thirty (30) Days after receipt of such notice; (b) with respect to clause (ii), (1) Owner fails to cure such Owner Default within forty-five (45) Days after receipt of such notice or, (2) if the Owner Default cannot be cured within such forty five (45) Day period through the diligent exercise of all commercially practicable efforts, Owner fails to diligently exercise all commercially practicable efforts to cure such condition or fails to cure such condition within ninety (90) Days after receipt of such notice to cure such Owner Default; or (c) Owner experiences an Insolvency Event, Contractor may, in the event of (a), (b) or (c), at its sole option and without prejudice to any other rights that it has under this Agreement, and upon notice to Owner, terminate this Agreement. In the event of such termination under this Section 16.5, Contractor shall have the rights (and Owner shall make the payments) provided for in Section 16.2 in the event of an Owner termination for convenience.

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