Effect of Termination of the Research Program Sample Clauses

Effect of Termination of the Research Program. In the event that the Research Program is terminated with respect to any compound pursuant to Section 13.2.2, then such compound may not be designated as a Second Generation Compound or a Replacement Compound by the Joint Steering Committee. In such event, (a) all rights with respect to the use, manufacture, distribution for sale and sale of such compound shall revert to the Originating Party, except that, to the extent such compound has been jointly acquired through license, purchase or otherwise, both Parties will have the right to use, manufacture, distribute for sale and sell such compound on a non-exclusive basis, (b) to the extent legally permissible, all additional action reasonably necessary shall be taken by the Parties to assign all right, title and interest in and transfer possession and control of the regulatory filings and regulatory approvals relating to such compound and (c) the Originating Party shall be free to develop or grant licenses as Third Parties with respect to such compound. In the event that the Originating Party enters into an agreement with a Third Party pursuant to clause (c) hereof and such Third Party will use data generated during the Program, then the Originating Party shall provide in such agreement that such Third Party shall reimburse the non-Originating Party for the perceived value of such data, such value to be negotiated in good faith by MKG and Metasyn taking into account the financial contributions of both Parties to the generation of such data.
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Effect of Termination of the Research Program. In the event that the Research Program is terminated with respect to any compound pursuant to Section 13.2.2, then such compound may not be designated as a Second Generation Compound or a Replacement Compound by the Joint Steering Committee and neither party, alone or with a Third Party, shall have the right to develop a product for sale in the Field based upon such compound; provided, however, that if the compound demonstrates [*] [*] Omitted portions filed separately with the Securities and Exchange Commission. over any compound then in research or development or being marketed or sold under the collaboration, then, in such event, (a) all rights with respect to the use, manufacture, distribution for sale and sale of such compound shall revert to the Originating Party, except that, to the extent such compound has been jointly acquired through license, purchase or otherwise, both Parties will have the right to use, manufacture, distribute for sale and sell such compound on a nonexclusive basis, (b) to the extent legally permissible, all additional action reasonably necessary shall be taken by the Parties to assign all right, title and interest in and transfer possession and control of the regulatory filings and regulatory approvals relating to such compound and (c) the Originating Party shall be free to develop or grant licenses to Third Parties with respect to such compound. In the event that the Originating Party enters into an agreement with a Third Party pursuant to clause (c) hereof and such Third Party will use data generated during the Program, then the Originating Party shall provide in such agreement that such Third Party shall reimburse the non-Originating Party for the perceived value of such data, such value to be negotiated in good faith by MKG and Metasyn taking into account the financial contributions of both Parties to the generation of such data.
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Related to Effect of Termination of the Research Program

  • 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.

  • 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.

  • 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.

  • Term and Termination of Engagement; Exclusivity The term of Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and end six (6) months thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Xxxxxxxxxx its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Xxxxxxxxxx’x legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Xxxxxxxxxx’x engagement hereunder, all inquiries from prospective investors will be referred to Xxxxxxxxxx. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

  • 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.

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

  • 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 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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