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. 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 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. 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. 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. (i) 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 a cash payment equal Executive's remaining unpaid Base Salary through the period that ends on the 360th consecutive day following the date of termination of this Agreement or that ends on the third year's anniversary of the Effective Date, whichever occurs first. 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. 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. In the event of the termination of the Management Agreement pursuant to Sections 2.2. 1 (a) or 2.2. 1 (d) thereof, and if immediately prior to such termination this Agreement is still in effect, then Owner and Consultant shall immediately enter into a new Management Agreement (the "New Agreement"), identical to the Management Agreement (except as provided in the next sentence), and this Agreement shall continue in full force and effect. The New Agreement shall provide that (i) the New Agreement shall continue until, but shall terminate on, the date on which this Agreement is terminated in accordance with the terms hereof (and, accordingly, there shall be no termination right by Owner as to the New Agreement other than the termination of this Agreement in accordance with the terms hereof, (ii) in the event that under the terms of this Agreement, the manager under the New Agreement (in its capacity as manager) has the right to terminate this Agreement, such termination right may be exercised by Owner (with the Managing Member of Owner responsible to pay all sums owing to Consultant with respect to such termination of this Agreement), (iii) this Agreement and the New Agreement shall, at the election of either Owner or Consultant, be consolidated into a single agreement (but if Owner and Consultant are unable to agree upon the form of such consolidated agreement, then such agreements will not be consolidated but rather shall each remain in full force and effect).
