Assistance Following Termination. In the event of termination -------------------------------- of this Agreement pursuant to Section 8.1(b) or 8.1(d) and if Lilly so requests, Tularik shall provide [ * ] to Lilly for a period of [ * ] days following the date of notice of termination. Additionally, Tularik shall, and hereby does, (and shall cause any subcontractors under contract with Tularik to) grant to Lilly a non-exclusive, worldwide license, with the right to sublicense, under the Tularik Improvements to make, use, sell, offer for sale and import Product. Any [ * ].
Assistance Following Termination. In the event Lilly elects to terminate this Agreement pursuant to Section 15.4 and if Ophidian so requests, Lilly shall provide reasonable assistance to Ophidian for a period of ninety (90) days following the date of notice of termination. During this period, Lilly shall provide Ophidian copies of its registration dossier for the Drug Product, clinical data and unrestricted permission to use the dossier and data for development, registration and commercialization of the Drug Product; written Drug Product process procedures and training in these procedures; and assistance in transferring contracts with Third Parties (e.g. clinical test sites, contract research organizations, manufacturers of Drug Product, and marketers) to Ophidian. Lilly will also agree to negotiate in good faith the sale of any dedicated equipment, work in process, and finished product inventories and supplies then owned by Lilly provided that the same would not be disruptive to Lilly's other operations. In addition, Lilly shall grant to Ophidian the licenses provided for in Section 15.4. In the event Lilly has registered a trademark or tradename for use in connection with the Drug Product, Ophidian shall also have a paid-up license to use such trademark or tradename, provided however that Ophidian shall not be entitled to such license in the event the trademark or tradename chosen by Lilly is also associated with other Lilly products (such as the "huma" association between humulin and humalog).
Assistance Following Termination. In the event of termination of this Agreement pursuant to Section 9.1(b), 9.1(c) or 9.1(d) and if Lilly so requests, Versicor shall provide reasonable assistance to Lilly for a period of ninety (90) days following the date of notice of termination. Additionally, Versicor shall (and shall cause any subcontractors under contract with Versicor) grant to Lilly an exclusive license (but solely in the country or countries where such termination occurred) to all Versicor Improvements related to Product, including but not limited to, all applicable regulatory files and filings related to the Product and any patents or patent applications encompassing Versicor Improvements, solely to develop, make, have made, use, sell, offer to sell and import the Product in such countries.
Assistance Following Termination. As noted in Section 10.5, notwithstanding the foregoing provisions of this Article 10, each Party shall use its good faith reasonable efforts to avoid a termination of the Agreement that becomes effective during the school year because of the disruption of such termination to the educational program and the students. In the unusual event of termination of this Agreement that becomes effective during the school year, UP Education Network shall provide reasonable assistance to UP Academy for the shorter of the remainder of the current school year or 90 days after the effective date of termination of the Agreement (the “Termination Assistance Period”), to assist in the transition to another plan for management of UP Academy, whether by UP Academy itself or with another charter management organization. During the Termination Assistance Period, UP Education Network will be entitled to receive and UP Academy shall continue to pay UP Education Network’s Service Fee.
Assistance Following Termination. Xxxxx agrees that, following the Separation Date, he will cooperate fully with 180 Life upon request in all matters relating to the completion of his pending work on behalf of 180 Life and in connection with the orderly transition of such work to such other employees as 180 Life may designate. 180 Life will reimburse Xxxxx for any reasonable out-of-pocket expenses incurred pursuant to his duties under this Paragraph 11, after the Separation Date.
Assistance Following Termination. 60 Article 20 -- Indemnity...................................................... 61 Article 21 -- Representations and Warranties................................. 62 21.1
Assistance Following Termination. In the event Lilly elects to terminate this Agreement pursuant to Section 19.3, this Agreement is deemed to have been terminated by Lilly under Section 3.10, or Vertex terminates this Agreement under Section 19.2 following a material breach by Lilly, and if Vertex so requests, Lilly shall provide reasonable assistance to Vertex for a period of six (6) months following the date of notice of termination. During this period, Lilly shall provide Vertex with copies of its registration dossier for the Drug Product, clinical data and unrestricted permission to use the dossier and data for development, registration and commercialization of the Drug Product; written Drug Product process procedures and training in these procedures; assistance in transferring contracts with Third Parties (e.g. clinical test sites, contract research organizations, manufacturers of Drug Product, and marketers) to Vertex; and all reasonable information not previously delivered to Vertex concerning Bulk Drug Substance and Drug Product manufacture. Lilly will permit Vertex to cross reference all regulatory filings made in connection with the Project and will assign or otherwise transfer those filings to Vertex, where reasonably feasible, as necessary to facilitate continuation of the Project by Vertex. Lilly will also agree to negotiate in good faith the sale of any dedicated equipment, work in process, and finished product inventories and supplies then owned by Lilly provided that the same would not be disruptive to Lilly's other operations. In the event Lilly has registered a trademark or tradename for use in connection with the Drug Product, Vertex shall also have a paid-up license to use such trademark or tradename, provided however that Vertex shall not be entitled to such license in the event the trademark or tradename chosen by Lilly is also associated with other Lilly products (such as the "huma" association between Humatrope-Registered Trademark- and Humalog-Registered Trademark-.)
Assistance Following Termination. In the event of termination of this Agreement by Education Provider, Education Provider shall provide reasonable assistance to the Board for the shorter of the remainder of the current school year or 90 days after the effective date of termination of the Agreement (the “Termination Assistance Period”), to assist in the transition to another plan for management of the School, whether by the Board itself or with another provider. During the Termination Assistance Period, Education Provider will be entitled to receive and the Board shall continue to pay Education Provider’s License and Management Fee.
Assistance Following Termination. Following the Termination Date and through March 31, 2003, Xxxxxxxxx agrees to remain available to assist the Company, up to a maximum of four (4) hours per month, in such reasonable tasks as shall be assigned to her by the Company. Xxxxxxxxx will be paid an hourly rate of one hundred dollars ($100) for such assistance, and shall function as in independent contractor. No employment relationship shall exist between the Parties following the Termination Date. The Company shall issue an IRS Form 1099 for its payments to Xxxxxxxxx made pursuant to this Section. In addition, aside from her monthly obligation to the Company, Xxxxxxxxx agrees to provide information for, and reasonably assist the Company in the preparation of, Securities and Exchange Commission filings concerning the period in which Xxxxxxxxx was employed with the Company. The Company has provided Xxxxxxxxx with a memorandum, attached hereto as Exhibit A, regarding certain continuing obligations she has under federal securities laws.
Assistance Following Termination. Xxxxxxxx agrees that, following the Separation Date, he will cooperate fully with the Company upon request in all matters relating to the completion of his pending work on behalf of the Company and in connection with the orderly transition of such work to such other employees as the Company may designate. The Company will reimburse Xxxxxxxx for any reasonable out-of-pocket expenses incurred pursuant to his duties under this Paragraph 11, after the Separation Date.
