Effect of Termination by Licensee Sample Clauses

Effect of Termination by Licensee. In the event of any termination of this Agreement by Licensee pursuant to Section 14.02 (Termination for Breach), the Parties shall enter into good faith discussions regarding a royalty-bearing non-exclusive license from Licensee to Akebia, with the right to grant sublicenses, under all Improvements, Licensee Patents, Licensee Inventions and Licensee Technology to research, develop, make, have made, use, import, offer for sale, sell and otherwise exploit the Licensed Compound in the Field inside and outside the Territory, alone or as incorporated into a Licensed Product, only to the extent necessary or useful to research, develop, make, have made, use, import, offer for sale, sell and otherwise exploit the Licensed Compounds, Licensed Products, Combination Products or Bundled Products in the Field inside and outside the Territory. Section 14.05(a) and Section 14.05(c) shall apply, and the costs associated with the assignments set forth in Section 14.05(c) shall be borne by Akebia. In the event of any termination of this Agreement by Licensee pursuant to Section 14.03 (Termination for Convenience), Section 14.05(a) through Section 14.05(d) shall apply.
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Effect of Termination by Licensee. Upon termination by Licensee pursuant to Section 13.6(a), Licensee will elect to either forfeit all rights granted to it under this Agreement, or, alternatively, elect to continue its license rights hereunder by making all of the payments that would be required if the Agreement were not terminated as and when such payments become due under Article 8, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable, for the continuation of the license rights granted to Licensee, unless the termination was due to a breach of *****, in which case there shall be a ***** reduction, and all future non-financial obligations to Licensor and its Affiliates will immediately cease, other than those obligations which expressly survive any termination of expiration of this Agreement.
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Effect of Termination by Licensee. Upon termination by Licensee pursuant to Section 13.7(a), Licensee will elect to either forfeit all rights granted to it under this Agreement, or, alternatively, elect to continue its license rights hereunder by making all of the same payments that would be required if the Agreement were not terminated as and when such payments become due under Article 8, except that all such payments shall be reduced by ***** from the amounts that are otherwise payable, for the continuation of the license rights granted to Licensee and all future non-financial obligations to Licensor and its Affiliates will immediately cease, other than those obligations which expressly survive any termination of expiration of this Agreement.
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Effect of Termination by Licensee. 42.1 If this Agreement is terminated, no Licensed Products may be sold or distributed or any promotional material used, or any Licensed Technology Rights, Trademark Rights or Copyrights by Licensee.
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Effect of Termination by Licensee. In the event of termination of this License Agreement by Licensee for any permissible reasons under Section 9(d), the License Agreement shall be deemed terminated finally and shall cease to exist, except as to any payment obligations outstanding under Section 3. Licensee shall have no right to continue to use the licensed rights beyond the date of termination of this License Agreement. Further, Licensee waives any rights under section 352(n) of the U.S. Bankruptcy Code, as amended, or any other similar law or rights.
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Effect of Termination by Licensee. Upon termination of this Agreement by Licensee, Licensee may continue to use the Software for the remainder of the then-current Subscription Term pursuant to the terms hereof and ShardSecure shall no longer have any obligation to provide Software Support Services. Upon the expiration of the then-current Subscription Term, Licensee shall immediately discontinue all use of the Software and shall remove the Software and any and all copies thereof from all computers and deliver to ShardSecure any proprietary materials of ShardSecure that have been provided to Licensee hereunder. Alternatively, Licensee may destroy all such Software and materials and certify such destruction to ShardSecure in writing, within five (5) days following the expiration date.
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Effect of Termination by Licensee. Upon any termination of this Agreement by Licensee pursuant to Section 13.2(a), Section 13.2(c), and Section 13.2(e), [***], or [***].
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Effect of Termination by Licensee. Upon termination by Licensee pursuant to [***], (i) all rights and the licenses granted to Licensee by Licensor with respect to [***] shall immediately terminate and, subject to this Section 13.3(b), all future obligations of each Party and its Affiliates with respect to [***] will immediately cease, (ii) Licensee will [***], and (iii) at Licensor’s request, Licensee shall negotiate in good faith with Licensor commercially reasonable terms (including financial terms) upon which Licensee would grant to Licensor appropriate licenses under any Licensee Technology Controlled by Licensee or its Affiliates and assign to Licensor any Regulatory Materials or Regulatory Approval owned by Licensee or its Affiliates for purposes of Exploiting any Compound(s) or Product(s) in [***].
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Effect of Termination by Licensee. Upon termination by Licensee pursuant to Section 13.3(a), (i) all rights and the licenses granted to Licensee by Licensor under the terminated portions of this Agreement shall immediately terminate and, subject to this Section 13.3(b), all future obligations of each Party and its Affiliates under the terminated portions of this Agreement will immediately cease, (ii) Licensee will stop recruiting for any ongoing Clinical Studies with [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. respect to the terminated portions of this Agreement and will terminate them in accordance with ethical guidelines, and (iii) at Licensor’s request, Licensee shall negotiate in good faith with Licensor commercially reasonable financial terms upon which Licensee would assign to Licensor rights in any Information, Inventions and Regulatory Materials controlled by Licensee with respect to Product(s) relating to the terminated portions of this Agreement.
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Related to Effect of Termination by Licensee

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

  • Termination by Licensee Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective will be ninety (90) days following receipt of such notice by Licensor.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

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