This excerpt taken from the BMRN 10-Q filed May 3, 2007.
ARTICLE VIII. TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date and shall continue until [****] (the Term) unless earlier terminated in accordance with Section 8.2 or 8.3 of this Agreement.
8.2 Termination by BioMarin. BioMarin shall have the right to terminate its rights and obligations under this Agreement [****]
8.3 Termination for Breach. Each Party shall be entitled to terminate this Agreement by thirty (30) days written notice to the other Party in the event that the other Party shall be in material breach of this Agreement. This Agreement shall terminate on the date corresponding to the expiration of such thirty (30) day period, unless the Party in default has cured such breach on or before such date or is diligently undertaking substantive and progressive efforts to cure such breach on or before such date and such breach is in fact cured as soon as reasonably possible, but no later than a further thirty (30) days after the expiration of the thirty (30) day notice period. For any breach other than a material breach of this Agreement, the non-breaching Party shall only be entitled to seek other legal remedies but shall not be entitled to seek to terminate or terminate this Agreement.
8.4 Consequences of Termination. Upon any termination of this Agreement, neither Party shall be relieved of any liability or obligations, including but not limited to obligations to pay royalties, as set forth in Article IV herein which at the time of termination has or have already accrued to the other Party.
8.5 Survival of Obligations. Upon the expiration or termination of this Agreement for any reason, the following sections and articles shall survive: Sections 9.4, 9.5, 9.6, 9.7, 9.9, 9.11 and Articles I, V, VII and VIII. Articles II and III shall survive any expiration or termination of the Term of this Agreement so long as the Agreement has not been terminated by WCH pursuant to Section 8.3 prior to the expiration of the Term and that BioMarin has satisfied all its obligations prior to such expiration or termination. Termination of this Agreement pursuant to this Article VIII is not exclusive of any other remedies a Party may have in law or in equity, including rights and remedies under the United States Bankruptcy Code.
This excerpt taken from the BMRN 10-Q filed May 4, 2006.
(a) Except as set forth in Section 12.3(b), either Party shall have the right to terminate this Agreement, including the Sublicense granted herein, in the event that any material term or condition of this Agreement is breached by the other Party, and such breach is not remedied within a period of thirty (30) calendar days after the non-breaching Party provides written notice of such breach to the breaching Party, provided that if such breach can not reasonably be cured within such thirty (30) day period, the cure period shall be extended for so long as the breaching Party is diligently working to cure the breach.
(b) BioMarin may terminate this Agreement immediately upon notice to Alliant if Alliant fails to timely make any payment due under this Agreement and such failure is not cured within ten (10) Business Days after BioMarin provides written notice of such nonpayment to Alliant.
(c) BioMarin may terminate this Agreement immediately upon notice to Alliant if: (i) Alliant files in any court pursuant to any statute, a petition in bankruptcy or insolvency or for reorganization in bankruptcy or for an arrangement or for the appointment of a receiver or trustee for Alliant or of its assets; (ii) Alliant is served with an involuntary petition against it, filed in any insolvency or bankruptcy proceeding, and where such petition has not been dismissed within sixty (60) days after the filing thereof; (iii) Alliant makes an assignment for the benefit of creditors; or (iv) Alliant dissolves or ceases to conduct business.
(d) Alliant may terminate this Agreement immediately upon notice to BioMarin if: (i) BioMarin files in any court pursuant to any statute, a petition in bankruptcy or insolvency or for reorganization in bankruptcy or for an arrangement or for the appointment of a receiver or trustee for BioMarin or of its assets; (ii) BioMarin is served with an involuntary petition against it, filed in any insolvency or bankruptcy proceeding, and where such petition has not been dismissed within sixty (60) days after the filing thereof; (iii) BioMarin makes an assignment for the benefit of creditors; or (iv) BioMarin dissolves or ceases to conduct business.
(e) Alliant may terminate this Agreement at any time without cause by providing BioMarin at least one hundred and eighty (180) days prior written notice; provided that Alliants right to terminate this Agreement under this Section 12.3(e) shall terminate upon the Assignment. If Alliant has provided BioMarin with notice of termination under the Section 12.3(e) prior to completing the Assignment, BioMarin shall not be obligated to complete the Assignment.
(f) BioMarin may terminate this Agreement upon notice to Alliant if the Cima License or, before the Acquisition Date, the Ascent License terminates or becomes nonexclusive for any reason, and the termination of this Agreement will become effective on the same day that the Cima License or the Ascent License terminates or becomes non-exclusive (as applicable).
(g) This Agreement may terminate by the mutual written consent of the parties hereto.