Effect of Termination of UW License Sample Clauses

Effect of Termination of UW License. In the event that the UW License is terminated for any reason other than as a result of a material breach by QLT of its obligations under this Agreement:
Sample 1
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Effect of Termination of UW License. In the event that the UW License is terminated for any reason other than as a result of a material breach by QLT of its obligations under this Agreement: (a) QLT may terminate this Agreement immediately upon written notice to RGX; (b) QLT may exercise any rights it has pursuant to Sections 3.8 and 19.5.4 of the UW License to assume the rights and obligations of RGX under such UW License or under a license to be entered into directly between QLT and UW on terms substantially the same as in the UW License and subject to the operation of the UW License; (c) RGX shall be deemed to grant to QLT, without further action on the part of RGX, a perpetual, royalty-bearing exclusive license (and for the purpose of this Section 11.7, the royalty rate payable to RGX shall not be more than the royalty rate on Net Sales set forth in Section 5.3 (as adjusted pursuant to and payable in accordance with Sections 5.4 to 5.14 and 7.11(e)) less any royalties payable to UW under the UW license or any replacement license which UW requires QLT to enter into directly with UW), with the absolute right to sublicense further, all of RGX’s rights, title and interest in and to any RGX Technology (other than any such Intellectual Property rights or Licensed Patents as may be owned by UW) to use, research, develop, have developed, manufacture, have manufactured, to sell, have sold, offer for sale, export or import the Collaboration Products in the Field in the Territory and to otherwise exploit in connection with those activities such RGX Technology. If RGX and QLT fail to reach mutual agreement on a royalty rate, then determination of a royalty rate shall be referred to a binding arbitrator as provided in Section 12.5. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to Effect of Termination of UW License

  • 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 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 on Sublicenses Any sublicenses granted by Company under this Agreement shall provide for termination or assignment to Hospital of Company’s interest therein, at the option of Hospital, upon termination of this Agreement or upon termination of any license hereunder under which such sublicense has been granted.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • 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.

  • Effect of Termination and Abandonment Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.

  • 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.

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 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, 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.

  • Manner and Effect of Termination Written notice of any termination ("Termination Notice") pursuant to this Section 10 shall be given by the party electing termination of this Agreement ("Terminating Party") to the other party or parties (collectively, the "Terminated Party"), and such notice shall state the reason for termination. The party or parties receiving Termination Notice shall have a period of ten (10) days after receipt of Termination Notice to cure the matters giving rise to such termination to the reasonable satisfaction of the Terminating Party. If the matters giving rise to termination are not cured as required hereby, this Agreement shall be terminated effective as of the close of business on the tenth (10th) day following the Terminated Party's receipt of Termination Notice. Upon termination of this Agreement prior to the consummation of the Closing and in accordance with the terms hereof, this Agreement shall become void and of no effect, and none of the parties shall have any liability to the others, except that nothing contained herein shall relieve any party from: (a) its obligations under Sections 2.2 and 2.3; or (b) liability for its intentional breach of any representation, warranty or covenant contained herein, or its intentional failure to comply with the terms and conditions of this Agreement or to perform its obligations hereunder.

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