By PRAECIS For Cause Sample Clauses

By PRAECIS For Cause. In the event of termination of this Agreement by PRAECIS under Section 9.3, (i) all licenses granted by PRAECIS to ROCHE shall terminate, (ii) at the request of PRAECIS, ROCHE shall assign to PRAECIS all regulatory filings, regulatory approvals and clinical data owned and controlled by ROCHE relating to PRODUCTS, or, if such assignment is not legally permissible, grant PRAECIS the right to access, use and cross reference such filings, approval and data, and (iii) ROCHE shall assign to PRAECIS all rights in the trademarks referred to in Section 3.11. In the event that PRAECIS requests the assignment of any regulatory filings, regulatory approvals or clinical data pursuant to subsection 9.4(d), then PRAECIS shall pay ROCHE a royalty upon sales of Product reasonably related to such assigned filings, approvals or data. The amount of such royalty shall be determined by mutual agreement of the parties after good faith negotiation; provided, however, that if the parties are unable to reach mutual agreement thereon, the matter shall be submitted to arbitration generally in accordance with the procedures set forth in Article 11 of this Agreement, and the arbitrator shall base his/her decision on the following factors: (i) the value of the assigned filings, approvals and/or data as related to the commercialization of Product; (ii) the relative contributions of the parties to the development of Product; and (iii) the nature of ROCHE's breach and the damages caused to PRAECIS thereby.
Sample 1
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Related to By PRAECIS For Cause

  • Voluntary Resignation or Termination for Cause If the Employee's employment with the Company terminates as a result of the Employee's voluntary resignation which is not an Involuntary Termination or if the Employee is terminated for Cause at any time after a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Basis for Termination This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

  • Exercise of Option and Provisions for Termination (a) Except as otherwise provided herein and subject to the right of cumulation provided herein, this option may be exercised, prior to the tenth anniversary date, as to not more than the following number of shares covered by this option during the respective periods set forth below: No shares from and after the date of grant and prior to the First Milestone Date; 8,036,548 shares from and after the First Milestone Date; 3,214,619 shares from and after the Second Milestone Date; 4,018,274 shares from and after the Third Milestone Date; 4,821,929 shares from and after the Fourth Milestone Date; and

  • Grounds for Termination This Agreement may be terminated at any time prior to the Closing:

  • Termination for Cause The Company may terminate Executive’s employment for Cause, as defined below.

  • Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:

  • Termination by Corporation for Cause The Executive's ------------------------------------ employment under this Agreement may be terminated at any time by the Board, or its authorized representative, for "cause," which shall include, but not be limited to the following:

  • Bases for Termination (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • Time to be Devoted to Employment Except for vacation in accordance with the Company's policy in effect from time to time and absences due to temporary illness, the Employee shall devote full time, attention and energy during the Employment Period to the business of the Company. During the Employment Period, the Employee will not be engaged in any other business activity which, in the reasonable judgment of the Board or its designee, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

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