Discontinued Development. In the event Icosavax is unable to obtain additional funding as described in Section 3(b), if requested by the Foundation, Icosavax will in good faith cooperate with the Foundation in making available the Funded Developments and Essential Background Technology relating to the Project to the Foundation (or any other Person designated by the Foundation), as well as assigning the Supply Agreement for use of the [***] with the Covid Vaccine, and provide adequate tech transfer (under non-exclusive licenses with terms to be negotiated in good faith) to continue to develop the Covid Vaccine and to enable the use, design, research, development, production, manufacture, sale, distribution, import, or export of the Covid Vaccine solely for use in the Eligible Countries for the Charitable Purpose.
Discontinued Development. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 which material breach is not cured by OncoGenex within ninety (90) days after receipt of written notice from Isis describing such material breach in reasonably specific detail, then in any such case, as Isis’ sole and exclusive remedy therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30) days prior written notice to OncoGenex and in such case OncoGenex will grant to Isis a worldwide license or sublicense, as the case may be, to the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents and OncoGenex Technology that are the subject of one or more Third Party agreements, such license or sublicense shall be subject to all restrictions and obligations (including financial obligations) under such Third Party agreements) existing as of such date solely to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes of this Section 12.2.2, “Nonexclusive Clusterin ASOs” means ASOs that act predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***] provided, however that Nonexclusive Clusterin ASOs will not include any ASO that (a) acts to modulate [***] Clusterin and (b) either (i) has the same [***] as OGX-011 or (ii) at the time of such Discontinuance or breach OncoGenex, its Affiliates or sublicensees had [***] (each, an “Exclusive ASO”). Within ninety (90) days following the effectiveness of any termination by Isis, pursuant to this Section 12.2.2, of the [***] OncoGenex shall provide Isis with a list describing the [***].
Discontinued Development. In the event GCOR or any of its sublicensees develops a Licensed Product for a Virus as a replacement for the First Licensed Product or Second Licensed Product for such Virus after development of such First Licensed Product or Second Licensed Product, as applicable, has been discontinued, such Licensed Product shall be deemed a replacement First Licensed Product (if it replaces a First Licensed Product) or replacement Second Licensed Product (if it replaces a Second Licensed Product), as applicable; provided that GCOR shall pay EPMN only those Milestone Payments for a replacement First Licensed Product or Additional Milestone Payments for a replacement Second Licensed Product, as applicable, set forth in Sections 5.1.4 through 5.1.6 upon achievement of the indicated milestone-triggering event.
Discontinued Development. At any time during the Term of this Agreement, OncoGenex may, upon written notice to Isis, elect to discontinue development of all Products being developed hereunder (a “Discontinuance Notice”).
Discontinued Development. (a) If OncoGenex materially breaches its diligence obligations under Section 4.4, then Isis shall have the right to give OncoGenex written notice of such breach describing such material breach in reasonably specific detail, and Isis must provide at the same time a copy of such notice to OncoGenex’s sub-licensee. OncoGenex, or its sub-licensee, shall have the right to cure such breach within ninety (90) days after receipt of written notice from Isis (or longer if such breach is not reasonably curable with such 90 days), and Isis agrees to accept any performance by such sub-licensee in seeking to cure the breach. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 and such material breach is not cured by OncoGenex and/or its sub-licensee within ninety (90) days after receipt of written notice from Isis (as provided above), then in any such case, as Isis’ sole and exclusive remedy therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30) days prior written notice to OncoGenex; provided that, if such breach is not reasonably curable within such 90 days, then as long as OncoGenex and/or its sub-licensee continues to take substantial steps toward curing such material breach until such breach is cured, Isis may not exercise its termination rights under this Section 12.2.2.
Discontinued Development. In the event of a Discontinuance, whether voluntary or as determined under Section 9.3 below, Isis will have a reversion right as further described in Section 9.2.
Discontinued Development. In the event that Amgen undertakes the Development of at least one Amgen Development Compound or Amgen Development Product Active against a given Program Target and thereafter Amgen (a) notifies Tularik of its election not to continue to Develop any of such Amgen Development Compounds and Amgen Development Products Active against a given Program Target or to conduct Pre-Clinical Research Evaluation of its Back-Up Compounds for such Amgen Development Compounds or Amgen Development Products (a “Notice of Discontinuance”) or (b) fails to exercise commercially reasonable efforts in undertaking such Development and Pre-Clinical Research Evaluation and does not cure such failure within [**] after receipt of written notice from Tularik asserting such failure (such uncured failure, a “Development Failure”), then all Amgen Development Compounds and Amgen Development Products Active against such Program Target (including all Back-Up Compounds designated therefor) shall thereafter be deemed Tularik Development Compounds or Tularik Development Products, respectively (and not Amgen Development Compounds or Amgen Development Products). Tularik shall have the right, subject to the provisions of Section 3.4, to continue the Development of such TD Compounds or TD Products and Pre-Clinical Research Evaluation of the Back-Up Compounds therefor in accordance with Section 3.4; provided however, that [**].
Discontinued Development. 3.6.1 In the event that the Parties undertake the Development of a Joint Development Compound and thereafter either Party elects not to continue its participation in the Development of such Joint Development Compound, it shall provide written notice to the other Party of such election (a "Notice of Discontinuance"). Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions.
Discontinued Development
