Decision or Cessation in Fact; Notice Sample Clauses

Decision or Cessation in Fact; Notice. If Astellas makes a decision to permanently discontinue, or in fact permanently discontinues, all Preclinical Development, Development and Commercialization of all Products for all Indications (regardless of whether or not such decision is consistent with Astellas’ obligation to use Diligent Efforts hereunder) for (with respect to Development) and in (with respect to Commercialization) (i) the United States, (ii) all of the Major Market Countries in Europe, or (iii) Japan, Astellas shall promptly notify Maxygen in writing of such decision or discontinuation.
Sample 1
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Decision or Cessation in Fact; Notice. If Astellas makes a decision to permanently discontinue, or in fact permanently discontinues, all Preclinical Development, Development and Commercialization of all Products for all Co-Development Indications (regardless of whether or not such decision is consistent with Astellas’ obligation to use Diligent Efforts hereunder) — but has not made such a decision or in fact discontinued with respect to Exclusive Indications — for (with respect to Development) and in (with respect to Commercialization) (i) the United States, (ii) all of the Major Market Countries in Europe, or (iii) Japan, Astellas shall promptly give Maxygen written notice (a “CDI Cessation Notice”) of such decision or discontinuation with respect to Co-Development Indications. In such CDI Cessation Notice, Astellas shall (i) identify the applicable Major Market Country(ies) for which Astellas has made such decision (or discontinued) with respect to Co-Development Indications and (ii) confirm that Astellas has not made a decision to discontinue, or in fact discontinued, Preclinical Development, Development and Commercialization of Products for Exclusive Indications in such Major Market Country(ies). In addition, unless (A) Astellas elects to return Maxygen’s Co-Development Indication Costs as provided in Section 13.4.2(c) below or (B) Maxygen does not have the right to terminate Astellas’ license hereunder with respect to Co-Development Indications in North America, Europe and/or Asia, as applicable, for the reason described in Section 13.4.2(b), then the CDI Cessation Notice shall be subsequently supplemented after the period when it becomes clear that neither (A) nor (B) applies, to also identify those Clinical Candidates, if any, which are then in clinical trials or being Commercialized for Exclusive Indications. For clarity, if Astellas makes a decision to permanently discontinue, or in fact permanently discontinues, all Preclinical Development, Development and Commercialization of all Products for all Co-Development Indications and also for Exclusive Indications, for (with respect to Development) and in (with respect to Commercialization) (i) the United States, (ii) all of the Major Market Countries in Europe, or (iii) Japan, then Section 13.4.1, and not this Section 13.4.2, shall apply with respect to the applicable geographical area.
Sample 1

Related to Decision or Cessation in Fact; Notice

  • Notice of Voluntary Termination or Reduction The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Amendment, Suspension or Termination of the Plan By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

  • Termination or Abandonment Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company:

  • Termination or Suspension Under Federal Law (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected.

  • Notice of Resignation or Removal The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

  • Continue to Perform After Resignation or Removal No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).

  • Notice of Voluntary Termination Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.

  • Notice Requirement for Termination No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:

  • Termination or Amendment The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

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