Failure to Develop. Should KDP fail to proceed with development of the Product in accordance with the Development Plan, and/or if KDP has not submitted a Regulatory Filing for Marketing Authorization of the Product in the Field in the Territory within twelve (12) months after the date specified for such filing in the Development Plan (as it may be amended from time to time), other than for good faith reasons, such as but not limited to force majeure (as described in Section 16.1), Can-Fxxx will have the right (either itself or through a Third Party), exercisable upon written notice to KDP following the expiration of a ninety (90)-day cure period (or, if it is not practicable to complete the cure of such failure within such 90-day period, following the expiration of an extended period of time to be determined upon mutual written agreement of the Parties), to develop the Product (either itself or through a Third Party) in the Territory, and thereafter all rights to develop and commercialize the Product in the Territory shall revert to Can-Fxxx. This Section 5.3 shall not limit any other remedies Can-Fxxx may have under this Agreement or applicable law. Notwithstanding the foregoing provisions of this Section 5.3, Can-Fxxx is not entitled to forward the aforementioned notice to KDP, or, if forwarded by Can-Fxxx, such notice shall have no effect and force as specified above, in the following instances:
Failure to Develop. If NeoGenomics does not develop and launch the Melanoma LDT within six (6) months after the date on which Abbott first supplies Products (as identified on Exhibit A and excluding Evaluation Products) to NeoGenomics under this Agreement, and if such failure or delay is due to causes beyond NeoGenomics’ reasonable control or to new or changed circumstances not anticipated by the parties, then Abbott will consult with NeoGenomics regarding the reasons for such failure or delay and will consider in good faith a reasonable extension of time for NeoGenomics to complete development and launch of the Melanoma LDT; provided, however, that Abbott will have no obligation to grant such an extension of time. If, after fifteen (15) days of such consultation and good faith consideration, Abbott does not agree to an extension of time, then it may, in its sole discretion, upon written notice to NeoGenomics, either: (a) convert this Agreement to a non-exclusive agreement pursuant to Section 3.4(c); or (b) terminate this Agreement. Notwithstanding the foregoing, in the event that NeoGenomics, due to factors beyond its reasonable control, encounters delays in receiving patient samples with the appropriate patient consents beyond sixty (60) days from the Effective Date, then the six (6) month deadline in the first sentence of this Section 9.2 shall be extended day for day for up to an additional sixty (60) days.
Failure to Develop. (a) In the event the Project Company fails to use reasonable efforts to develop the Project Area in accordance with the Minimum Development Obligations and Replanting Obligations, as may be amended in accordance with Section 4.02 (c), such failure shall constitute an Event of Default as defined in Section 24.02, and will be subject to the relevant Notice and cure periods listed in Article 24.
(b) In the event the Project Company fails to cure the breaches listed in Section 4.03(a), or the Project Company notifies the Government that it wishes to relinquish the undeveloped parcels of the land, the Government may in its sole discretion, repossess of any undeveloped parcels of land within the Project Area without terminating this Agreement. The Project Company shall be obliged to restore the proposed land parcels in accordance with the procedures and requirements established in this Agreement and Annex IV (Integrated Environmental and Social Obligations) prior to such relinquishment.
(c) Government shall have the right to impose a penalty on Project Company for any failure to develop the Project Area in accordance with the Minimum Development Obligations, in addition to any remedy available for an Event of Default under Article 24 herein and Lao PDR Law. Penalties imposed on the Project Company are in addition to any costs of remediation, cleanup, and compensation for any damage to the undeveloped parcels of land caused by Project Company. For avoidance of doubt the damages that the Government shall be entitled to include costs for loss of opportunity as determined between the Parties or by order of any court or arbitration tribunal.
(d) Upon the repossession by the Government of any parcels of land within the Project Area pursuant to Section 4.03(b), this Agreement and the Land Lease Agreement(s) will be revised accordingly to reflect a change in the size of the Project Area.
(e) In the event that Project Company’s failure to fulfill the Minimum Development Obligations, or to replant in accordance with Section 4.03, is due to the fact that the land 2 The recommended fallow periods will differ depending on the type of Plantation Crops, and should form part of the Feasibility Study. Longer fallow periods promote more sustainable use of agriculture land. is not free from other inhabitants or an event of Force Majeure or a breach of Government’s obligations, then Project Company shall not be held responsible for the delay or for not developing the Project Area.
Failure to Develop. (a) If Investor fails to develop the Concession Area in accordance with the Minimum Development Obligations as may be revised in accordance with Section 8.6(c), subject to the Remedial Extensions provided in Section 3.3, Government may send a Notice to Investor of such alleged default and of its intention to reclaim any undeveloped portion of the Concession Area and shall offer Investor a fair opportunity to consult with Government to resolve the matter. Within six (6) months following receipt of such Notice, Investor must have (i) provided Government with a plan to cure such failure, which shall include performance metrics and a schedule for completion of such metrics, and (ii) evidence to the reasonable satisfaction of Government that the matter will be resolved. During this time, Government will work with Investor to determine the extent to which Investor does not plan to develop the Concession Area and the exact area or areas of land within the Concession Area that Investor does not plan to develop and plant. If after the end of such six (6) month period Government is of the reasonable opinion (as confirmed by an independent professional and competent party at the request of Investor) that the default cannot be cured, then the undeveloped portion of the Concession Area shall be forfeited to Government. Investor's failure to develop the Concession Area in accordance with the Minimum Development Obligations set forth in Section 8.6 shall not constitute an Event of Default for purposes of Section 26.2(a) and Government's sole remedy in the event of a breach of Section 8.6 as determined in arbitration pursuant to Article 28 shall be to repossess the undeveloped land in accordance with this Section 8.7.
(b) Notwithstanding any other provision in this Agreement, in no event shall any developed portion of the Concession Area be forfeited to Government for failure to develop pursuant to this Section 8.7.
Failure to Develop. Decision not to Market in the Major Markets. ********************* ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ********************
Failure to Develop. Decision not to Market in the Major Markets. If, at any time, RBS elects not to market or sublicense a Product in a Major Market, RBS may elect, in its sole discretion, to (i) return all rights to such Product in such Major Market to LKS or (ii) retain all rights to such Product in such Major Market and, in addition to other compensation due LKS hereunder, RBS shall pay LKS a flat fee equal to the royally based upon three peak years of projected sales in such Market as determined by an independent market researcher, who shall be mutually agreed upon between the parties (the "Flat Fee").
Failure to Develop. FlashBit is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of FlashBit will not be executed or implemented as planned, or may not meet any expectation of purchasers of FlashBabies NFT, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or FlashBabies NFT, unforeseen technical difficulties, and shortage of development funds for activities.
Failure to Develop. If Investor fails to develop the Concession Area in accordance with the Development Plan or Minimum Development Obligations or otherwise fails to comply with its commitments set forth in this Agreement, Government shall have the right to terminate this Agreement or reclaim undeveloped portion of the Concession Area. In such case, Government shall send a Notice to Investor of such alleged default and shall offer Investor a fair opportunity to consult with Government to resolve the matter. Within thirty days (30) days following delivery of such Notice, Investor must (i) provide Government with a plan to cure such failure, which plan shall include performance metrics and a schedule for completion of such metrics, and (ii) evidence to the reasonable satisfaction of Government that the matter will be resolved. Government shall have thirty days (30) days following receipt of such plan to approve or deny such plan. If, following the approval of the plan, Investor fails to meet one or more of its obligations under the plan, its performance metrics and/or the schedule for completion of such metrics, the Government may, at its sole discretion, either terminate this Agreement or declare the undeveloped portion of the Concession Area to be forfeited. Notwithstanding the foregoing, failure to develop the Concession Area due to Force Majeure, or due to failure of Government to meet its obligations under this Agreement, shall not be considered as failure to develop on part of Investor, and Investor shall not be held responsible for the delay. Noting in this Section 9.9 shall limit the Government’s rights under Section 25.2.
Failure to Develop. If Licensee (either itself or through an Affiliate, Sublicensee or an assignee of Licensee’s rights hereunder) neither is actively developing Taladegib in a Clinical Trial as of December 31, 2018 (it being understood that continuing the HHBB Study, by itself, shall not constitute active development for purposes of this Section 3.2.5) nor has filed an IND for an alternative Compound by December 31, 2018, then this Agreement shall immediately terminate and Article 13 shall apply.
Failure to Develop. If YISSUM alleges that EDESA has failed to use commercially reasonable efforts to Develop the Product, this Agreement may be terminated by YISSUM upon written notice to EDESA if commercially reasonable efforts to Develop the Product have not commenced within two hundred and sixty (260) days of receipt of written notice of such failure by EDESA.
