Centocor Opt-In Following Successful Completion of Phase III Sample Clauses

Centocor Opt-In Following Successful Completion of Phase III. Schering-Plough shall notify Centocor in writing (as provided in Section 2.1(c) of the Distribution Agreement) upon Successful Completion (to be defined) of the Phase III studies to be conducted under the CD Development Program (the “Successful Completion Notice”). The Parties will use good faith efforts to discuss and agree upon a definition of Successful Completion during the CD Decision Period; it being understood that a decision by Schering-Plough’s executive management following completion of such Phase III studies that the data and results of the CD Development Program are adequate to proceed with preparation and submission of an application for Regulatory Approval of Golimumab Product for the Crohn’s Disease indication in the European Union shall de facto mean that such studies have been Successfully Completed. The Successful Completion Notice shall include (i) top line safety and efficacy results from the studies along with associated tables and figures as well as (ii) the total estimated amount (the “Preliminary CD Development Amount”) of Schering-Plough’s out-of-pocket development costs from the CD Development Program through the Opt In Date (as defined below) (together with supporting documentation in reasonable detail). Schering-Plough will also promptly provide Centocor with any other specific data available from the studies that is reasonably requested by Centocor to aid in assessment of its CD Option Right. Upon receipt of a Successful Completion Notice (and any additional data reasonably requested by Centocor as provided above), Centocor shall have a period of sixty (60) days (the “Review Period”) to exercise the CD Option Right by providing written notice to Schering-Plough (the date of such notice of exercise, the “Opt In Date”) and within ten (10) Business Days after any such Opt In Date Centocor shall reimburse Schering-Plough for seventy-five percent (75%) of the Preliminary CD Development Amount. Within ninety (90) days after the Opt In Date the Parties will complete a true-up of the total amount of Schering-Plough’s out-of-pocket development costs from the CD Development Program actually incurred through the Opt In Date (the “Final CD Development Amount”) as compared to the Preliminary CD Development Amount. If requested by Centocor, such true-up process will be subject to an audit to be conducted by Centocor’s independent auditors (at Centocor’s expense) to confirm the Final CD Development Amount, and (if necessary) the ninety (90) ...
AutoNDA by SimpleDocs

Related to Centocor Opt-In Following Successful Completion of Phase III

  • Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the State shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents.

  • COMPLETION OF AGREEMENT This document comprises the entire agreement between the District and the Association in the matters lawfully within the scope of negotiation. Neither party shall have any obligation to meet and negotiate during the term of this agreement.

  • Completion of Concrete Pours and Emergency Work (a) Except as provided in this sub-clause an Employee shall nor work or be required to work in the rain. (b) Employees shall not be required to start a concrete pour in Inclement Weather. (c) Where a concrete pour has been commenced prior to the commencement of a period of Inclement Weather Employees may be required to complete such concrete pour to a practical stage and for such work shall be paid at the rate of double time calculated to the next hour, and in the case of wet weather shall be provided with adequate wet weather gear. (d) If an Employee’s clothes become wet as a result of working in the rain during a concrete pour the Employee shall, unless the Employee has a change of dry working clothes available, be allowed to go home without loss of pay. (e) The provisions of clauses 32.7(c) and 32.7(d) hereof shall also apply in the case of emergency work where the Employees concerned and their delegates agree that the work is of an emergency nature and can start and/or proceed.

  • FINAL COMPLETION AND FINAL PAYMENT 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Final Completion Date Final Completion for the Work as defined in Article 6.1.3 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by October 31, 2024.

  • Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.

  • Final Completion The full and final completion of all Work in accordance with the Contract Documents.

  • DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: § 3.2 The Contract Time shall be measured from the date of commencement of the Work.

  • Commencement and Completion of Work The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!