Effect of Termination for Convenience. Upon termination of this Agreement, Consultant must immediately:
Effect of Termination for Convenience. If the District terminates this Agreement for its convenience, then the District shall only remit payment to the Vendor for work performed up to the date of termination. In no event shall the Vendor be entitled to lost or anticipatory profits.
Effect of Termination for Convenience. Upon a Termination for Convenience the non-terminating Party shall have a royalty-bearing, perpetual, irrevocable, worldwide, exclusive license under the other Party's Technology and the other Party's interest in any Collaboration Technology to develop, make, have made, use, import, offer for sale and sell Products in the Field in the world. For the sake of clarity, in such event, the non-terminating Party shall have no rights with respect to any Compound of the terminating Party, which Compound, before the effective date of such termination, was not yet designated as a Lead Compound or a Development Candidate in accordance with Section 4.4. Additionally, in the event of a Termination for Convenience, the terminating Party shall assign to the non-terminating Party all right, title and interest in and to any regulatory filings and Regulatory Approvals pertaining directly to the Products. If a Termination for Convenience occurs before the enrollment of the first patient in a Phase III Clinical Trial in any country of the world, the non-terminating Party, on a Product by Product basis, would pay to the terminating Party a royalty of ******** of the Net Sales obtained from the sale of such Product in the world by the non-terminating Party, its Affiliates or sublicensees. If a Termination for Convenience occurs after the completion of the first Phase III Clinical Trial in any country of the world, the non-terminating Party, on a Product by Product basis, would pay to the terminating Party a royalty of ************* of the Net Sales obtained from the sale of such Product in the world by the non-terminating Party, its Affiliates or sublicensees. Any royalty that becomes payable under this Section 11.5.2 will be payable on a country by country basis until the later of (i) the last to expire, in such country, of the Patent Rights included within the Collaboration Technology containing a Valid Claim which would be infringed by the manufacture, use, import, offer for sale, or sale of such Product in such country or (ii) ten (10) years from the First Commercial Sale of such Product in such country. The non-terminating Party shall provide reports and pay such royalties to the terminating Party in the manner set forth in Section 7.6.2.
Effect of Termination for Convenience. If the termination is for the convenience of the Party, the terminating Party, shall compensate the non-terminating party, or, in the event SAN BERNARDINO COUNTY SAFE is the terminating Party, the Contractor, for Services fully and adequately provided through the effective date of termination as provided in the Notice of Termination and in accordance with the Exhibit “B” of this agreement. Such payment shall include a pro-rated amount of profit, as applicable to the terminating Party, up through the date of such effective date, but no amount shall be due for anticipated profit on unperformed Services past such effective date.
Effect of Termination for Convenience. If the termination is to be for the convenience of AHA, then AHA shall compensate Consultant for services satisfactorily provided through the date of termination. Consultant shall provide documentation deemed adequate by AHA to show the services actually completed by Consultant prior to the date of termination, no later than 30 days after the date of termination. This Agreement shall terminate on the date of the written Notice of Termination delivered to Consultant.
Effect of Termination for Convenience. If Microsoft terminates this Agreement or a particular SOW for convenience under Section 15(a) above, Microsoft will have no further obligation to Company, except for the payment of undisputed Fees and Pass-Through-Costs earned or approved prior to the termination date (and, in the case of the termination of a particular SOW, any obligations applicable to any SOWs not yet terminated) and any obligations arising from surviving sections as provided for in Section 15(e).
Effect of Termination for Convenience. In the event either Party provides notice of termination of this Agreement pursuant to Clause 8.2(a) above, the Parties shall continue to be obligated to make payments to each other under Article 4 during the one hundred eighty (180) day notice period. Upon the effective date of termination, the terminating Party shall grant and hereby grants to the non-terminating Party an exclusive, worldwide license, with the right to grant sublicenses, under the Dyax Co-Development Product Technology and Dyax Co-Development Product Patent Rights or CAT Co-Development Product Technology and CAT Co-Development Product Patent Rights, as applicable, to make, have made, use, sell and import the Co-Development Product in the Field. The non-terminating Party shall pay to the terminating Party a royalty as set forth below on Net Sales of the Co-Development Product by the non-terminating Party: In the event this Agreement is terminated pursuant to Clause 8.2(a) above prior to the initiation of the first Phase I Clinical Trial of the Co-Development Product, the royalty shall be [*****] percent ([*****] %) of Net Sales; In the event this Agreement is terminated pursuant to Clause 8.2(a) above after the initiation of the first Phase I Clinical Trial of the Co-Development Product, but prior to the initiation of the first Phase III Clinical Trial, the royalty shall be [*****] percent ([*****]%) of Net Sales; and, In the event this Agreement is terminated pursuant to Clause 8.2(a) above after the initiation of the first Phase III Clinical Trial, the royalty shall be [*****] percent ([*****]%) of Net Sales. The royalty, at the applicable rate, shall be payable on a country-by-country basis until the expiration of the last valid claim of the licensed Dyax Co-Development Product Patent Rights or CAT Co-Development Product Patent Rights, as applicable, or ten (10) years from the date of First Commercial Sale of the Co-Development Product, whichever occurs later. Upon the effective date of termination, the terminating Party shall no right to make, have made, use, sell or import the Co-Development Product in the Field.
Effect of Termination for Convenience. If the termination is to be for the convenience of the Commission, the Commission shall compensate Consultant for Services fully and adequately provided through the effective date of termination. Such payment shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Representative to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination.
Effect of Termination for Convenience. If either Party terminates the Agreement for convenience, Company will pay to The Reseller Commissions at The Reseller’s then- current Commission percentage for a maximum period of three (3) years from the date of termination of the Agreement. Notwithstanding the foregoing, in the event The Reseller is found to be in breach of its surviving obligations after termination of this Agreement and while the Reseller is being paid Commissions by Company, which breach is not cured by the end of the Cure Period (defined in Section 6.3.2), and in which case, Company may immediately discontinue paying Commissions to The Reseller on the account that was the subject of the breach.
Effect of Termination for Convenience. Upon termination of this Agreement, Consultant must immediately: (i) discontinue Services on the date and to the extent specified in the notice and place no further purchase orders or Subcontracts to the extent that they relate to the performance of the terminated Services; (ii) inventory, maintain and turn over to Board all work product, licenses, equipment, materials, plant, tools, and property furnished by Consultant or provided by Board for performance of the terminated Services; (iii) promptly obtain cancellation, upon terms satisfactory to Board, of all purchase orders, Subcontracts, rentals or any other agreements existing for performance of the terminated Services, or assign those agreements, as directed by Board; (iv) comply with all other reasonable requests from Board regarding the terminated Services; and (v) continue to perform in accordance with all of the terms and conditions of this Agreement any portion of the Services that are not terminated.
