Effects of Termination; License to Targacept Sample Clauses

Effects of Termination; License to Targacept. Upon any such termination (a) all licenses in and to the Targacept Technology for such Returned Licensed Product granted to GSK by Targacept, [********], as applicable, shall be immediately terminated (as if [********], in the case of [********] were [********] as applied to such Licensed Product) and (b) GSK (i) shall promptly return to Targacept all Information (including, without limitation, data and materials) transferred by Targacept to GSK (if GSK’s rights terminate [********] or, if not, shall cooperate with Targacept in good faith to ensure Targacept’s uninterrupted ability to continue to Develop and commercialize such Returned Licensed Product), (ii) hereby grants to Targacept, conditional upon the occurrence of such termination, an exclusive license (solely for the purposes set forth below and even as to GSK) [********] or, if applicable, [********] to the GSK Patents (and to GSK’s interest in the Collaboration Patents, if any), and a non-exclusive worldwide license to the other GSK Technology, with the right to grant sublicenses, in each case that pertains specifically (but not necessarily exclusively) to such Returned Licensed Product and was actually generated by GSK, or is necessary or reasonably useful, in connection with the Development or commercialization of such Returned Licensed Product, to research, develop, have developed, make, have made, use, import, offer to sell and sell (including, without limitation, through distributors or wholesalers) such Returned Licensed Product; (iii) shall, if GSK’s rights terminate [********], transfer to Targacept, at no cost (except for any finished product, which shall be transferred at cost), all readily available bulk drug substance or drug product material of the applicable Returned Licensed Product in its possession and other related materials, (iv) shall provide Targacept with copies of all Clinical Study data and results, and all other information, regulatory filings, and the like developed by or for the benefit of GSK relating to such Returned Licensed Product, (v) assign to Targacept any regulatory filings or trademarks [********] or, if applicable, [********] related to such Returned Licensed Product; (vi) only if GSK (and not a Third Party) has manufactured for commercial launch such Returned Licensed Product, supply Targacept with its reasonable requirements for such Returned Licensed Product (or intermediate thereof) [********] or, if applicable, [********] (which amounts shall be consiste...
Sample 1
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Related to Effects of Termination; License to Targacept

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • License Termination The licenses granted by Xencor to MorphoSys under Article 4 shall terminate.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Termination of Licenses In the event of a termination of this Agreement by COMPANY pursuant to Article 9.2. 9.3 or 9.4 or by SELEXIS pursuant to Article 9.2 or 9.3, all and any rights and licenses granted under this Agreement shall terminate upon termination of this Agreement, except for the licenses which have become perpetual pursuant to Article 3.1.3.

  • 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.

  • 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.

  • Certain Effects of Termination In the event that this Agreement is terminated pursuant to Section 7.01:

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

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