Termination for Failure to Develop or Commercialize Sample Clauses

Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Eiger fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Eiger has not cured such breach within [ * ] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Eiger disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in BMS’ favor and Eiger fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 [ * ] after receipt of the notice from BMS, it shall have [ * ] after an arbitrator’s decision in favor of BMS to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Eiger has cured any such breach or default prior to the expiration of such remaining cure period. If there is a dispute as to whether Eiger has cured within the remaining cure period following the arbitrator’s decision, such dispute [ * ], provided, that [ * ].
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Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that Company has not cured such breach within [***] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, identifies the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period. The cure period shall be tolled pending resolution of any bona fide dispute between the Parties as to whether any such material breach has occurred. If there is a dispute as to whether company has cured within the remaining cure period following such resolution, such dispute [***].
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Termination for Failure to Develop or Commercialize. BMS shall have the right to terminate this Agreement in its entirety in the event that Company fails to fulfill its obligations to Develop Licensed Compounds and/or Licensed Products in accordance with Section 5.1, or to Commercialize Licensed Products in accordance with Section 6.1, provided that (a) Company has not cured such breach within [* * *] following written notice by BMS which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and in the case of an alleged breach of Section 6.1, the Major Market Country(ies) in which such breach has occurred. Any such termination of this Agreement shall become effective at the end of the applicable cure period, unless Company has cured any such breach or default prior to the expiration of such cure period.
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Termination for Failure to Develop or Commercialize. In the event that Licensee (i) does not perform Development activities for a Product in any country in accordance with the Development Plan or (ii) fails to Commercialize a Product in any country in the Licensee Territory in accordance with the Commercialization Plan, then Licensor may provide written notice of such non-performance or failure to Licensee. If Licensee fails to cure such non-performance or failure within ninety (90) days after receipt of such notice, Licensor may terminate this Agreement with respect to such country and such Product by providing thirty (30) days’ prior written notice thereof to Licensee.
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Termination for Failure to Develop or Commercialize. In the event BioAge fails to perform any material development or commercialization activities with respect to the Products for a period of [*], and such failure is not due to reasons outside of BioAge’s control (including, without limitation, a regulatory hold or force majeure event), then without limiting other available remedies, Amgen shall have the right to terminate this Agreement (1) in the U.S., European Union or Japan, with respect to the applicable country or region, or (2) in the remainder of the Territory excluding the U.S., European Union and Japan (“ROW”), if no such development or commercialization activities occur anywhere in ROW; provided, however, that such termination will not be effective if such failure has been cured within [*] after written notice thereof is given by Amgen to BioAge regarding such failure.
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Termination for Failure to Develop or Commercialize. Subject to Section 13.2.3 below, AMRI shall have the right to terminate this Agreement on a country-by-country basis or in all countries as the case may be, (except as otherwise set forth in this Section 13.2.2), at AMRI’s sole discretion, in the event that BMS fails to use Commercially Reasonable Efforts to Develop or Commercialize at least one Licensed Compound or Licensed Product in the Territory. Termination under this Section 13.2.2 shall apply to all Licensed Compounds and Licensed Products, but only for the affected country or countries, provided however, that (i) if the applicable termination event relates to the United States, then the termination shall apply to all countries in the Territory, and (ii) if the applicable termination event relates to any country other than the United States, then the termination shall apply only to that country. For clarity, it is understood and acknowledged that to the extent BMS uses Commercially Reasonable Efforts (by itself or through its Affiliates or sublicensees) to Develop at least one Licensed Compound or Licensed Product through a centralized filing with the EMEA, BMS shall be deemed to be using Commercially Reasonable Efforts to Develop at least one Licensed Compound or Licensed Product with respect to all countries in Europe.
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Termination for Failure to Develop or Commercialize. Licensor shall have the right to terminate this Agreement in its entirety in the event that Licensee fails to fulfill its obligations to execute the Development Plan in accordance with Exhibit A-1, provided that Licensee has not cured such breach within three (3) months following written notice by Licensor which notice shall be labeled as a “notice of material breach for failure to use Commercially Reasonable Efforts,” and identifies the Major Market Country(ies) in which such breach has occurred. If Licensee disputes the material breach of its obligations under Sections 5.1 and 6.1, this Section 13.2.3 shall not be triggered until such dispute is resolved in Licensor’s favor and Licensee fails to cure such breach within any portion of the applicable cure period then remaining (which shall be tolled until the resolution of the dispute. For clarity, if arbitration is triggered under Section 14.2 10 days after receipt of the notice from Licensor, it shall have 30 days after an arbitrator’s decision in favor of Licensor to cure the breach). Any such termination of this Agreement shall become effective at the end of the applicable remaining cure period, unless Licensee has cured any such breach or default prior to the expiration of such remaining cure period.
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Related to Termination for Failure to Develop or Commercialize

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

  • Termination Notice for Force Majeure Event If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more within a continuous period of 365 (three hundred and sixty five) days, either Party may in its discretion terminate this Agreement by issuing a Termination Notice to the other Party without being liable in any manner whatsoever, save as provided in this Article 34, and upon issue of such Termination Notice, this Agreement shall, notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided that before issuing such Termination Notice, the Party intending to issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen) days time to make a representation, and may after the expiry of such 15 (fifteen) days period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.

  • Termination for continuing Force Majeure Event Either Party may, by written notice to the other, terminate this Framework Agreement if a Force Majeure Event endures for a continuous period of more than one hundred and twenty (120) Working Days.

  • Termination for fault 19.3.1 The Commonwealth may terminate this Agreement by notice where the Grantee has: (a) failed to comply with an obligation under this Agreement and the Commonwealth believes that the non‐compliance is incapable of remedy or where clause 19.2.2(b) applies; (b) provided false or misleading statements in relation to the Grant; or (c) become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration. 19.3.2 The Grantee agrees, on receipt of the notice of termination, to: (a) stop the performance of the Grantee’s obligations; (b) take all available steps to minimise loss resulting from the termination; and (c) report on, and return any part of the Grant to the Commonwealth, or otherwise deal with the Grant, as directed by the Commonwealth.

  • Human Leukocyte Antigen Testing This plan covers human leukocyte antigen testing for A, B, and DR antigens once per member per lifetime to establish a member’s bone marrow transplantation donor suitability in accordance with R.I. General Law §27-20-36. The testing must be performed in a facility that is: • accredited by the American Association of Blood Banks or its successors; and • licensed under the Clinical Laboratory Improvement Act as it may be amended from time to time. At the time of testing, the person being tested must complete and sign an informed consent form that also authorizes the results of the test to be used for participation in the National Marrow Donor program.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Xxxxx has materially breached this IA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

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