Early Termination of the R&D Program Sample Clauses

Early Termination of the R&D Program. (a) BIOGEN may terminate the Research Program at its sole discretion upon six (6) months prior written notice to CURAGEN, which notice may be given at any time after the second anniversary of the Effective Date. Notwithstanding any other provision of this Agreement, any such early termination of the Research Program shall automatically terminate any ongoing Exclusive Evaluation Period or Option Period, but shall not affect any License Agreement executed between the Parties prior to such early termination or any Option that has been exercised prior to such early termination. [Confidential Treatment Requested] (b) Any termination of the Research Program under Section 2.3.3 (a) shall be without prejudice to the rights of either Party against the other, then accruing or otherwise accrued under this Agreement and upon any such termination, all remaining BIOGEN Proprietary Material provided to CURAGEN under this Agreement shall be returned to BIOGEN or destroyed and all remaining CURAGEN Proprietary Material provided to BIOGEN under this Agreement shall be returned to CURAGEN or destroyed, except for any CURAGEN Proprietary Material licensed pursuant to an executed License Agreement.
AutoNDA by SimpleDocs
Early Termination of the R&D Program. (a) MARTEK may terminate the R&D Program at its sole discretion upon written notice to SEMBIOSYS if POC in a model plant is not demonstrated within * years of the Effective Date or such other date as is agreed by the parties in writing. (b) MARTEK may terminate the R&D Program at its sole discretion upon six (6) months prior written notice, provided, however, such notice may only be given on or after the first anniversary of the Effective Date. (c) Either party may terminate the R&D Program on written notice to the other party in the event that licenses to Third Party intellectual property reasonably believed by such party to be necessary for the conduct of the R&D Program cannot be obtained at reasonable cost by the relevant party as described in Section 3.2 hereof. Such notice may only be given after presentation to the RSC of the reasons that such Third Party intellectual property is reasonably believed to be necessary for the conduct of the R&D Program and discussion of the terms offered by such Third Party for a license under such intellectual property, and after allowing at least sixty (60) days for good faith discussions among the RSC members regarding the need for such Third Party intellectual property and the available terms for licensing. (d) Any termination of the R&D Program under Section 2.3.3 shall also result in termination of the Research Term and of this Agreement, subject to the provisions of Article 9, and shall be without prejudice to the rights of either party against the other, then accruing or otherwise accrued under this Agreement. Further, upon any such termination, all remaining * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. MARTEK Background Technology provided to SEMBIOSYS under this Agreement shall be returned to MARTEK or destroyed.
Early Termination of the R&D Program. (a) PIONEER may terminate the R&D Program at its sole discretion upon three (3) months prior written notice, such notice to be given at any time after eighteen months have elapsed from the Effective Date, if [XXXXXXXX] prior to the time notice is given; provided, however, that such notice shall be deemed automatically withdrawn if [XXXXXXX], and provided, further, that for any such termination which would take effect prior to the third anniversary of the Effective Date, PIONEER shall pay to CURAGEN upon such termination an amount equal to the lesser of (i) nine months of research funding at levels existing at the time of such termination, or (ii) the balance of the research funding due through the third anniversary of the Effective Date at levels existing at the time of such termination. Any such payments shall be made within thirty (30) days of such termination. This Agreement shall terminate simultaneously with the termination of the R&D Program under this Section 2.3.3(a) and all remaining PIONEER Proprietary Material provided to CURAGEN under this Agreement shall be returned to PIONEER or destroyed. [Confidential Treatment Requested]
Early Termination of the R&D Program. (a) PIONEER may terminate the R&D Program at its sole discretion upon three (3) months prior written notice, such notice to be given at any time after eighteen months have elapsed from the Effective Date, if CURAGEN has not identified and confirmed at least one (1) gene that is associated with a Target Trait selected by PIONEER prior to the time notice is given; provided, however, that such notice shall be deemed automatically withdrawn if CURAGEN identifies and confirms such a gene prior to the effective date of the notice, and provided, further, that for any such termination which would take effect prior to the third anniversary of the Effective Date, PIONEER shall pay to CURAGEN upon such termination an amount equal to the lesser of (i) nine months of research funding at levels existing at the time of such termination, or (ii) the balance of the research funding due through the third anniversary of the Effective Date at levels existing at the time of such termination. Any such payments shall be made within thirty (30) days of such termination. This Agreement shall terminate simultaneously with the termination of the R&D Program under this Section 2.3.3(a) and all remaining PIONEER Proprietary Material provided to CURAGEN under this Agreement shall be returned to PIONEER or destroyed. [Confidential Treatment Requested]

Related to Early Termination of the R&D Program

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Orderly Termination Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Early Termination of the Employment Period Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

  • Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

  • Mandatory Termination In the event that a mandatory prepayment in full of the Advances is required by the Requisite Lenders pursuant to Section 2.06(b) (whether or not there are Advances outstanding), the Commitments of the Lenders shall immediately terminate.

  • Early Termination Notice (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

  • Early Termination Option Provided that there is no Event of Default as of the date that Tenant delivers the Early Termination Notice and on the Early Termination Date (each, as hereinafter defined), Tenant shall have a one-time option to terminate this Lease (“Termination Option”) effective as of the last day of the sixty-ninth (69th) month of the Term (“Early Termination Date”), subject to and upon the following terms and conditions: (a) Tenant shall give Landlord prior written notice (“Early Termination Notice”) of its intention to exercise the Termination Option not less than 365 days prior to the Early Termination Date (“Termination Notice Date”). If such Termination Option is validly exercised, the Lease shall terminate as of the Early Termination Date. If Tenant fails to deliver the Early Termination Notice to Landlord within the time period prescribed by this paragraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (b) At the time of giving the Early Termination Notice, as consideration for its exercise of the Termination Option, Tenant shall pay to Landlord a fee (the “Early Termination Fee”) in an amount equal to the unamortized portion of the following costs (“Costs”): (i) all costs incurred by Landlord in connection with the construction of the Tenant Improvements (including, but not limited to, all hard and soft costs, including architects’, engineers’ and other design professionals’ fees); (ii) all commissions paid by Landlord to Landlord’s Broker and the Tenant’s Broker; and (iii) all other costs incurred by Landlord in connection with this Lease, including, but not limited to, legal fees and expenses and permitting fees and expenses. For purposes of this Section, the Costs shall be amortized over the initial Term of the Lease at an interest rate of nine percent (9%) per annum. Following the Commencement Date, within thirty (30) days following Tenant’s request, Landlord shall provide Tenant with a calculation of the Costs and an amortization schedule of same. (c) The Early Termination Fee shall be paid by Tenant to Landlord via certified check or by wire transfer of immediately available funds to an account designated by Landlord at the time that Tenant delivers the Early Termination Notice as prescribed herein. If Tenant delivers the Early Termination Notice but fails to deliver the Early Termination Fee as prescribed hereby, then the Early Termination Notice shall be null and void and Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (d) Notwithstanding Tenant’s delivery of the Early Termination Notice and payment of the Early Termination Fee, Tenant shall continue to pay all Rent through the Early Termination Date. Tenant acknowledges that the Early Termination Fee is consideration for Tenant’s exercise of the Termination Option and, therefore, shall not be credited against Rent due through the Early Termination Date. (e) If Tenant validly exercises its Termination Option: (i) on or prior to the Early Termination Date, Tenant shall surrender possession of the Premises in the condition required by the terms of this Lease; and (ii) the Lease shall terminate as of the Early Termination Date, as if such Early Termination Date were the date originally stipulated for the expiration of the Term; provided, however, that nothing herein shall relieve either Landlord or Tenant of any obligations of such party which accrued hereunder prior to the Early Termination Date and that survive the termination or expiration of the Lease.

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