Effect of Opt-in Sample Clauses

Effect of Opt-in. For purposes of clarity the following provisions will apply with respect to any Opt-in New Indication Existing Licensed Product from and after the Opt-in Effective Date: (i) Responsibility and control over the Development and Regulatory Approval of such Opt-in New Indication Existing Licensed Product in the Opt-in Party’s Territory under this Agreement shall be entirely in the control of the Opt-in Party and the JDC shall have no decision-making authority with respect to such Development and Regulatory Approval, provided that the Opt-in Party shall keep the JDC reasonably informed of the plan for Development and Regulatory Approval of the Opt-in New Indication Existing Licensed Product, the progress of Development activities, and, subject to the other terms of this Section 5.13, the results of such Development efforts; (ii) Neither Party shall have any obligation under Article V hereof with respect to such Opt-in New Indication Existing Licensed Product other than under Section 5.8 and 5.9; (iii) If Biogen Idec is the Opt-in Party, any and all clinical data related to such Opt-in New Indication Existing Licensed Product that was generated by AVEO or any of its Affiliates or Sublicensees from and after the Section 5.12 Opt-out Effective Date with respect to such Opt-in New Indication Existing Licensed Product shall be specifically included in the definition of AVEO Collaboration Know-how or AVEO Know-how; (iv) If AVEO is the Opt-in Party, any and all clinical data related to such Opt-in New Indication Existing Licensed Product that was generated by Biogen Idec or any of its Affiliates or Sublicensees from and after the Section 5.12 Opt-out Effective Date with respect to such Opt-in New Indication Existing Licensed Product shall be specifically included in the definition of Biogen Idec Collaboration Know-how; (v) The Opt-in Party and its Affiliates and Sublicensees shall have the right to access any data related to such Opt-in New Indication Existing Licensed Product generated by or on behalf of the other Party or any of its Affiliates or Sublicensees from and after the Section 5.12 Opt-out Effective Date with respect to such Opt-in New Indication Existing License Product, including to the extent contained in any INDs, BLAs or other submissions related to such Opt-in New Indication Existing Licensed Product, or to include any such data, in any regulatory filings or submissions in the Opt-in Party’s Territory or to cross-reference or otherwise make use of or ...
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Effect of Opt-in. Following Alnylam’s receipt of Cubist’s notice of exercise of its Opt-in Right pursuant to Section 4A.2(a), the Interim Period shall expire and the Agreement shall again apply in full to the Development, Manufacture and Commercialization of ALN-RSV01 and RSV01 Products; provided, however, that the Parties agree that in such circumstances, the milestone payments to be paid by Cubist with respect to the Development of ALN-RSV01 solely in the Adult Transplant Field in accordance with Sections 4.7 and 7.2 will be []* of those set forth in Section 4.7(a)(vi) or Section 7.2, as the case may be. Following such exercise by Cubist of its Opt-in Right, the final sentence of Section 4.7(a)(vi) shall be deleted and the following shall be inserted in its place: “The milestone payments set forth in this Section 4.7(a)(vi) shall be paid only once, upon the first achievement of the applicable milestone event by the first Licensed Product to achieve such milestone event; provided that if any such milestone event is first achieved by an RSV01 Product solely in the Adult Transplant Field following an exercise by Cubist of its Opt-in Right such that, in accordance with Section 4A.3, Cubist pays only []* of the amount set forth in the table above in connection with the achievement of such milestone, then an additional []* of such milestone amount shall be paid by Cubist if such milestone event is subsequently achieved by (a) an RSV02 Product or an Additional RSV Product, or (b) an RSV01 Product outside the Adult Transplant Field. For the avoidance of doubt, following the Amendment Effective Date, Cubist shall not be required to pay more than an aggregate of []* of the applicable amount set forth in the table above with respect to achievement(s) of the corresponding milestone amount. Notwithstanding the foregoing, the milestone payment reduction under the first paragraph of Section 4A.3 shall not apply in the event that the triggering event for such milestone is achieved by an RSV01 Product outside the Adult Transplant Field.” Following such exercise by Cubist of its Opt-in Right, the final sentence of Section 7.2 shall be deleted and the following shall be inserted in its place: “The milestone payments set forth in this Section 7.2 shall be paid only once, upon the first achievement of the applicable milestone event by the first Licensed Product to achieve such milestone event; provided that if any such milestone event is first achieved by an RSV01 Product solely in the Adult ...
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Effect of Opt-in. Upon receipt of the Opt-In Notice, the Developing Party shall deliver its present development plan for such Licensed Product, which shall be the Development Plan in effect following the receipt of the Opt-In Notice, subject to such changes as the Developing Party may agree to and the results of all research and development by the Developing Party undertaken by the Developing Party with respect to the Licensed Product for such Indication shall be considered Project Technology, and the development of such Licensed Product by the Developing Party shall thereupon be deemed to have been conducted by the Parties as part of the Development Collaboration, and all provisions of this Agreement relating thereto (other than the sharing of Development Costs up to the date of the Opt-In Notice) shall apply.
Sample 1

Related to Effect of Opt-in

  • Effect of Sale Upon the occurrence of an Event of Default, to the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except decree or judgment creditors of Borrower, acquiring any interest in or title to the Collateral or any part thereof subsequent to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of Borrower in and to the Property sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against any and all Persons claiming the Property sold or any part thereof under, by or through Borrower, its successors or assigns.

  • Effect of the Agreement Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Effect of Notice Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections 12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party will in no event be deemed to be an admission by the indemnifying Party of liability, culpability or responsibility, and the indemnifying Party will remain free to contest liability with respect to the claim among the Parties or otherwise.

  • Effect of Addendum THIS ADDENDUM AMENDS AND SUPPLEMENTS THE CONTRACT AND, IF APPLICABLE, ESCROW INSTRUCTIONS. IN THE EVENT THERE IS ANY CONFLICT BETWEEN THIS ADDENDUM AND THE CONTRACT OR ESCROW INSTRUCTIONS OR NOTICE OR OTHER DOCUMENTS ATTACHED AND MADE A PART OF THE AGREEMENT, THE TERMS OF THIS ADDENDUM TAKE PRECEDENCE AND SHALL PREVAIL EXCEPT AS OTHERWISE PROVIDED BY LAW.

  • Effect of the Plan This Award is subject to all of the provisions of the Plan and this Agreement, together with all of the rules and determinations from time to time issued by the Committee and/or the Board pursuant to the Plan, including the restrictions in the Plan on the transferability of awards. In the event of a conflict between any provision of the Plan and this Agreement, the provisions of this Agreement shall control but only to the extent such conflict is permitted under the Plan. By accepting this Award, the Participant acknowledges that he or she has received a copy of the Plan and agrees that the Participant will enter into such written representations, warranties and agreements and execute such documents as the Company may reasonably request in order to comply with applicable securities and other applicable laws, rules or regulations, or with this document or the terms of the Plan.

  • Effect of Decision The decision or award of the arbitrator shall be final and binding upon the University, the UFF, and the grievant, provided that either party may appeal to an appropriate court of law a decision that was rendered by the arbitrator acting outside of or beyond the arbitrator's jurisdiction, pursuant to Section 682.13, Florida Statutes.

  • Effect of Waiver or Consent A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

  • Effect of Non-Compliance Failure to comply with the requirements set forth herein may result in termination of this Agreement and/or ineligibility for award of future contracts.

  • Effect of Settlement Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).

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