Effect of Termination Due to Isis Breach or Insolvency Sample Clauses

Effect of Termination Due to Isis Breach or Insolvency. If Lilly terminates the Agreement based on material breach by or insolvency of Isis, then: (a) licenses granted by Isis to Lilly pursuant to Sections 8.1.1(c), 8.1.2, 8.2.1, 8.2.2, 8.2.3 and 8.3 shall survive; 49. (b) the Lilly Right of First Negotiation granted by Isis to Lilly pursuant to Section 8.3 shall survive; (c) Lilly's payment obligations set forth in Article 9 shall continue, PROVIDED, HOWEVER, that the amounts of the payments shall be decreased to reflect the nature of Isis's breach and the damages caused thereby by amounts to be agreed upon by the Parties or, if the Parties are unable to reach agreement, by an independent Third Party with the requisite expertise selected by the Parties, the expense of which shall be borne by Isis; (d) Isis' payment obligations set forth in Article 9 shall continue, PROVIDED, HOWEVER, that the amounts of the payments shall be increased to reflect the nature of Isis' breach and the damages caused thereby by amounts to be agreed upon by the Parties or, if the Parties are unable to reach agreement, by an independent Third Party with the requisite expertise selected by the Parties, the expense of which shall be borne by Isis; (e) all Drug Discovery Targets and the Reserved Targets on the date of such termination of this Agreement by Lilly under Section 13.4 or 13.5 shall be deemed to be licensed by Lilly under Section 8.2.3 as Drug Discovery Targets; PROVIDED, HOWEVER, that: (i) with respect to each such Drug Discovery Target and Reserved Target, no license fee shall be payable under Section 9.3.4(a) until the date that is [*] years after the Effective Date and, prior to such date, Lilly may terminate its license with respect to any Drug Discovery Target or Reserved Target by providing written notice to Isis and no license fee shall be owed by Lilly with respect to such Drug Discovery Target or Reserved Target; (ii) the provision regarding diligence set forth in Section 8.2.3(c) shall not apply until [*] years after the Effective Date; and (iii) Lilly's milestone payment obligations set forth in Section 9.3.4(b) and royalty payment obligations set forth in Section 9.3.4(c) shall continue; PROVIDED, HOWEVER, that the amounts of the milestone and royalty payments shall be decreased to reflect the nature of Isis' breach and the damages caused thereby by amounts to be agreed upon by the Parties or, if the Parties are unable to reach agreement, by an independent Third Party with the requisite expertise selected by the P...
Sample 1
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Effect of Termination Due to Isis Breach or Insolvency. If Lilly terminates the Agreement based on material breach by or insolvency of Isis, then: 11.4.1 Solely in the event Isis materially breaches its obligation under [***] (or termination by Lilly under Section 11.3 before Isis has met its obligation under [***]), the option granted by Isis to Lilly pursuant to ARTICLE 5 prior to such termination, will survive, but the [***] and the amount of each [***] that would otherwise be payable under CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80(b)4, AND 240.24b-2 the Form License Agreement upon exercise of the option shall be reduced by [***] percent ([***]%); 11.4.2 Isis’s payment obligations set forth in ARTICLE 7 will continue; provided, however, that the amounts of the payments will be increased to reflect the nature of Isis’s breach and the damages caused thereby by amounts to be agreed upon by the Parties or, if the Parties are unable to reach agreement, by an independent Third Party with the requisite expertise selected by the Parties, the expense of which will be borne by Isis; 11.4.3 Any license granted by Isis to Third Party under the Product Patent Rights will continue in full force and effect but the right to collect and receive the royalties under ARTICLE 7 will be assigned by Isis to Lilly, and Isis will provide Lilly with complete and accurate copies of the relevant portions of the license agreement within thirty (30) days following the effective date of such termination;
Sample 1
Effect of Termination Due to Isis Breach or Insolvency. If Lilly terminates the Agreement based on material breach by or insolvency of Isis, then: 8.6.1 licenses granted by Isis to Lilly pursuant to Section 3.1 will survive; 8.6.2 Lilly’s payment obligations set forth in ARTICLE 4 will continue, provided, however, that the amounts of the payments will be decreased to reflect the nature of Isis’s breach and the damages caused thereby by amounts to be agreed upon by the Parties or, if the Parties are unable to reach agreement, by an independent Third Party with the requisite expertise selected by the Parties, the expense of which will be borne by Isis; and 8.6.3 any sublicense granted by either Party to any Sublicensee under a license hereunder that terminates as a result of termination of this Agreement by Lilly pursuant to Section 8.2 or 8.3 will continue in full force and effect but will be assigned by such Party to the other Party, and such Party will provide the other Party with complete and accurate copies of such sublicense agreements within thirty (30) days following the effective date of such termination.
Sample 1

Related to Effect of Termination Due to Isis Breach or Insolvency

  • 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.

  • 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

  • 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 Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • 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.

  • 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.

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