Certain Consequences of Termination. Each party's right of termination under this Section 4 is in addition to any other rights it may have under this Agreement or otherwise. Upon termination of this Agreement, (i) you shall cease participating as a Coalition Partner in SCC in all respects, and (ii) all further obligations of the parties under this Agreement shall terminate, except that the obligations in Section 4 (Confidentiality) of this Exhibit D shall survive.
Certain Consequences of Termination. If Novartis terminates the Agreement pursuant to Section 14.3.1(b) or (c), then (a) Xxxxx’x License grant to Novartis will convert to an irrevocable exclusive License, with the right to sublicense, and will survive termination, and (b) the obligations of the Parties under Article V will also survive such termination in addition to the other Sections identified in Section 14.5; provided, however, that if the facts that form the basis of the termination have, or are likely to have, a material adverse effect Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. on the Development or Commercialization of the Compound or Products, Novartis may elect to pursue, through dispute resolution as contemplated by Section 17.3, a downward adjustment of the amount of any royalty or milestone payments otherwise due from Novartis to Xxxxx under Article V following the effective date of such termination, with the intent of the Parties being that in this limited circumstance the arbitrator(s) will have the authority to lower such payment amounts (if the arbitrators determine that, in fact, any adjustment is warranted) to those which are determined by the arbitrator(s) to be reasonable (i.e., such as would have prevailed at the time of the original negotiation of this Agreement) in light of the facts leading to the termination and the economic expectations of Novartis in entering into this Agreement (with the Parties expressly acknowledging that any such adjustment will not, with reference to any other provision of this Agreement, be construed as consequential or otherwise impermissible damages); This provision is not intended as an exclusive remedy and Novartis will retain any other rights it may have under such circumstances under Applicable Law.
Certain Consequences of Termination. If this Agreement expires or terminates in its entirety (other than an expiration under Section 9.1 following an Option exercise after all Royalty Terms have expired (“Full Payment Term Expiration”)), or in part (e.g., only in certain jurisdictions or only in connection with certain Targets), Alector hereby covenants that unless Alector agrees in writing to pay Adimab payments as set forth in Article 4 with respect to products containing a Program-Benefited Antibody as if such products were Products (and as to related transactions as if they were Program Transactions), Alector and its Affiliates shall not (a) develop or commercialize such Program-Benefited Antibody or product containing such Program-Benefited Antibody, (b) license or otherwise grant rights to any entity to do the foregoing, or (c) practice, license or assign to a Third Party, option to a Third Party or covenant not to xxx a Third Party with respect to such Program-Benefited Antibody. In the event that Alector agrees to pay Adimab payments as set forth in Article 4 with respect to products containing a Program-Benefited Antibody as if such products were Products (and as to related transactions as if they were Program Transactions), then Adimab shall agree to a covenant not to xxx Alector with respect to such products and transactions as set forth in Section 3.5(b). Other than after a Full Payment Term Expiration, if Alector has elected under Section 5.1 to include dependent program antibody CDR-specific claims (i.e., a patent claim that would be a Program Antibody CDR-Specific Claim but for being a dependent claim) in any Broad Target/Non-CDR Antibody Patent, then Alector shall not include such dependent claim(s) in any license granted under such Broad Target/Non-CDR Antibody Patent.
Certain Consequences of Termination. If this Agreement is terminated by Buyer because the condition set forth in Section 9.9 was not satisfied, then Buyer shall promptly pay Sellers $2,500,000 as a termination fee, which shall be Sellers’ sole and exclusive remedy on account of such termination.
Certain Consequences of Termination. Following are certain consequences of the termination of this Agreement. This Section 9.5 does not set forth all consequences of a termination of this Agreement which may arise pursuant to the exercise of the Parties of their respective rights and remedies arising hereunder or otherwise arising under law or equity.
Certain Consequences of Termination. If this Agreement expires or terminates in its entirety (other than an expiration under Section 9.1 following an Option exercise after all Royalty Terms have expired or a termination by Arsanis pursuant to Section 9.2 for Adimab’s material breach (“Full Payment Term Expiration”)), or in part (e.g., only in certain jurisdictions or only in connection with certain Targets), Arsanis hereby covenants that unless Arsanis agrees in writing to pay Adimab payments as set forth in Article 4 with respect to products containing a Program-Benefited Antibody as if such products were Products (and as to related transactions as if they were Program Transactions), Arsanis and its Affiliates shall not (a) develop or commercialize such Program-Benefited Antibody or product containing such Program-Benefited Antibody, (b) license or otherwise grant rights to any entity to do the foregoing, or (c) practice, license or assign to a Third Party, option to a Third Party or covenant not to xxx a Third Party under Licensed Program Antibody Patents with respect to such Program-
Certain Consequences of Termination. If Executive terminates this Agreement for "good reason" pursuant to SECTION 6 hereof, or if the Company terminates Executive's employment under this Agreement for any reason other than any that is set forth in SECTION 1 OR 5(i), Executive shall receive cash payments equal to six months (6) the Executive's Base Compensation for the year of termination. Such cash shall be payable to Executive in accordance with the Company's normal payroll practices that would otherwise have applied to payment of his Base Salary.
Certain Consequences of Termination. (a) If this Agreement is terminated by Seller Parent pursuant to SECTION 12.2(I) or (II), or if this Agreement is terminated because the condition set forth in SECTION 9.9 has not been satisfied, then Seller Parent shall be entitled to retain the Deposit as a termination fee.
(b) If this Agreement is terminated by Buyer Parent pursuant to SECTION 12.1(I) or (II), then Seller Parent shall return the Deposit to Buyer Parent and Seller Parent shall pay Buyer Parent an amount equal to the Deposit as a termination fee.
(c) If this Agreement is terminated other than in accordance with SECTION 12.5(A) or (B), then Seller Parent shall return the Deposit to Buyer Parent.
(d) The parties acknowledge that the agreements contained in this SECTION 12.5 are an integral part of the transactions contemplated by this Agreement. Except as provided in SECTION 12.4(B), the remedies set forth in this SECTION 12.5 constitute the parties' sole and exclusive remedies in the event of or with respect to a termination of this Agreement.
Certain Consequences of Termination. Upon expiration or termination of this Agreement, HBS shall have no further obligations under this Agreement, except that, subject to Section 2, if any Participants have enrolled for, but not yet completed, the Cohort before the expiration or termination of the Agreement, and payment for such Participants has been made in full, HBS and CLIENT will cooperate to provide the applicable Program to such Participants (unless this Agreement has been terminated for breach, in which event the non-breaching party may determine reasonably how the parties will deal with such previously enrolled Participants). If either party terminates this Agreement in accordance with the provisions of this Section 5, such party shall have no liability to the other party for any damages, losses or expenses resulting from the termination. No termination shall relieve either party of (i) any obligation to pay amounts that were due under this Agreement on the effective date of the termination or (ii) any liability for such party’s breach of this Agreement.
Certain Consequences of Termination. (a) In the event Pharmacia terminates this Agreement pursuant to Sections 12.3 or 12.4, then (i) Pharmacia’s rights under the Licenses (and any ancillary rights derived therefrom) shall survive termination (provided that such license shall be fully sublicensable), and (ii) Pharmacia shall pay Nastech royalties on Net Sales of Collaboration Product following the effective date of such termination at a rate which is [*] of the rate that would otherwise be payable pursuant to Article 9 if this Agreement had not been terminated.
(b) In the event that Nastech terminates this Agreement pursuant to Sections 12.3 or 12.4, in consideration of and subject to Pharmacia’s performance of its obligations under Section 12.7, Nastech shall pay Pharmacia a royalty equal to [*] of net sales of Collaboration Product following the effective date of termination (with such net sales being determined by applying the definition of Net Sales mutatis mutandis to any sales of Collaboration Product by Nastech, its Affiliates or any of their licensees); provided, however, that in the event that Nastech terminates this Agreement pursuant to Section 12.3 prior to the First Commercial Sale, such royalty shall terminate when the aggregate of all royalty payments made by Nastech to Pharmacia pursuant to this Section 12.9 (b) equals [*] of the sum of (i) all payments made by Pharmacia pursuant to Sections 8.1 and 8.3, and (ii) all Development Costs incurred by Pharmacia pursuant to this Agreement.
(c) Any royalty payments payable pursuant to Sections 12.9(a) or 12.9(b) shall terminate, on a country-by-country basis, upon the later of (i) last to expire Nastech Patent which contains at least one Valid Claim which claims the composition of the Compound or a pharmaceutical preparation containing the same, or the use of the Compound or such preparation in the Field, and (ii) the earlier of (x) [*] from First Commercial Sale of such Collaboration Product in such country (or, in the case of countries in the European Union, [*] from first [*] Certain portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment with respect to such omitted portions has been requested. [*] Certain portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment with respect to such omitted portions has been requested. commercial sale of such Collaboration Product in any country in the E...
