Change of Control at Licensee. In the event that any Change of Control (as defined below) causes Licensee’s rights and obligations hereunder to pass to any Third Party, such Third Party shall, within ​ days after the effective date of such Change of Control, notify Merck of its intentions with regard to the Development and Commercialization of the Licensed Product under this Agreement. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides it will not continue the Development and/or Commercialization of the Licensed Product, then Merck shall have the right to terminate this Agreement upon ​ days written notice to Licensee, without any opportunity to cure. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides to continue the Development and Commercialization of the Licensed Product, then all of the rights and obligations of Licensee under this Agreement shall inure to such Third Party.

Licensee’’s Right to Terminate. Notwithstanding anything contained herein to the contrary, Licensee shall have the unilateral right to terminate this Agreement in its entirety without cause at any time by giving ​ days advance written notice to Merck. In the event of such termination, the rights and obligations hereunder shall terminate; provided, however, that any payment obligations due and owing as of the termination date shall continue.

Termination by Licensee for Cause. In the event this Agreement is properly terminated by Licensee under Section 12.03(a), Licensee’s license pursuant to Section 2.01 shall become a fully paid-up, perpetual license; and, subject, however, to the provisions of Section 12.04, Licensee shall owe no further payments to Merck pursuant to Article VII or otherwise under this Agreement.

“Licensee” shall mean an Affiliated Licensee and/or Third Party Licensee, as applicable.

any negligence or misconduct by Licensee or sub-licensee or any officer, employee, representative or sub-contractor of Licensee or its sub-licensee; and/or

A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, […​…] activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES […​…] to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph.

any non-compliance with any applicable laws or regulatory requirements by Licensee, its sub-licensee or any officer, employee, representative or subcontractor of Licensee or its sub-licensee; and/or

any death or injury or product liability claim resulting from use of Licensor Patent by Licensee or its sub-licensee or resulting from sale or supply of any Licensed Product by Licensee or its sub-licensee.

reasonably possible, giving LICENSEE notice at least ​ days prior to the date on which such patent application or patent will become abandoned, and shall allow LICENSEE to assume prosecution of any such patent application, or maintenance of any such patent, at LICENSEE’s own expense and with counsel of its choosing and with LICENSEE having the final decision for all matters associated with prosecution and maintenance. If LICENSEE assumes prosecution of any such foreign patent application or maintenance of any such foreign patent, LICENSEE’s obligations for payment under Article 3 based upon such patent application or patent shall terminate at the time that LICENSEE assumes prosecution or maintenance of such patent.

Licensee may use the Pre-Launch System "As-Is" for an unlimited period of time in order for Licensee to calculate and pay commissions Licensee is required to upgrade to one of the following optional packages: