Failure to Meet Milestones. In the event Gendux fails to meet the milestones of Section 5.3 with respect to any Agreement Product, Gendux's rights and license with respect to such Agreement Product shall terminate, Gendux shall promptly re-assign to Introgen all of the Assigned Rights relating to such Agreement Product, and Introgen shall have the exclusive right to manufacture, market, sell and distribute such Agreement Product. Notwithstanding the foregoing, Gendux's rights to any Agreement Product shall not terminate by reason of a delay in meeting one or [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. more of the foregoing milestones, to the extent that circumstances outside of Gendux's reasonable control (i.e., legal requirements to suspend clinical trials or the like) require such delay. However, it is understood that a decision not to proceed or to delay proceeding based on lower than expected efficacy, or any other factors that may affect the likelihood of approval or marketability of the Agreement Product, shall not be deemed a circumstance beyond Gendux's reasonable control.
Failure to Meet Milestones. (a) PMC's rights hereunder shall automatically become non-exclusive on a field-by-field basis in the Influenza Field of Use and the RSV Field of Use in the event PMC shall not have achieved the milestone set forth in Section 4.4.2.(ii) with respect to the Influenza Field of Use or the milestone set forth in Section 4.4.4.
Failure to Meet Milestones. In the event that Licensor has not provided a Deliverable by the date which is 90 days after the Milestone date for such Deliverable, Licensee may give notice to Licensor that Licensee desires, in accordance with the terms of Section 4.6 and at Licensee's sole cost and expense, to retain a consultant to assist Licensor in modifying the Licensed Software so that it meets the Functional Requirements required by the relevant Milestone. Licensor agrees, in accordance with the terms of Section 4.6, to cooperate with and provide reasonable assistance to such consultant to the extent necessary in preparing the Deliverables so that they may meet the applicable Functional Requirement in all material respects. In the event that Licensee elects to so retain a consultant, and at least 120 days after such consultant has been retained by Licensee and has provided assistance to Licensor, the Functional Requirements for the relevant Milestone still have not been met, the parties may renegotiate the terms of this Agreement or the Licensee may terminate this Agreement by giving not less than thirty (30) days prior written notice, provided that during such notice period, Licensor has not provided the relevant Deliverable to Licensee. In the event of such termination by Licensee, the Licensee shall not be entitled to a refund of any amounts previously paid to Licensor; provided, however, that Licensor has used all resources reasonably required to meet the applicable Functional Requirements required by the Milestone. In the event of a termination by Licensee pursuant to this Section 7.2(c), each party shall continue to be bound by the terms of the NDA. Notwithstanding anything to the contrary provided in this Agreement, the remedy set forth in this Section 7.2(c) shall be the sole and exclusive remedy of Licensee and sole liability of Licensor, for failure of Licensor to provide a Deliverable in accordance with any of the Milestones set forth in the Functional Requirements.
Failure to Meet Milestones. If Licensee fails to adhere to the diligence requirements set forth in this Article 6.0 with respect to Licensed Product(s) or Combination Product(s), University may terminate the license grants of this Agreement with respect to such Licensed Product(s) or Combination Product(s) in accordance with Article 18.0 (Term and Termination).
Failure to Meet Milestones. If Contractor fails to complete each Milestone on or before the corresponding Milestone Date, (1) Contractor will develop a correction plan demonstrating that Contractor can recover from Contractor's failure to achieve such Milestone and present such a correction plan to WildBlue within fourteen (14) days after WildBlue's request for such correction plan; and (2) the Parties will work in good faith to devise a plan of action to achieve the next Milestone by the specified Milestone Date or arrive at a mutually acceptable revised schedule within five (5) business days after WildBlue's receipt of Contractor's plan; and (3) Contractor's performance will be measured against the revised schedule (in no event to exceed ninety (90) days after the original Milestone Date) in such plan of action; provided that Contractor shall not be in breach of this Agreement until the later of five (5) weeks after the Original Milestone Date or the date for performance set forth in the revised schedule.
Failure to Meet Milestones. Licensee’s failure to perform in accordance with either Section 3.1 or 10.2 hereof. If any Milestone listed in Exhibit C has not been completed within the time allotted following Commercially Reasonable Best Efforts of Licensee to meet such Milestone and through no negligence or willful fault of Licensee, as determined by the University in its sole and absolute discretion, Licensee shall not be deemed to be in breach of the terms of this Agreement by failure to achieve any such Milestone subject to Licensee making a penalty payment of Ten Thousand Dollars ($10,000.00) within thirty (30) days of the scheduled Milestone date. In such case, in addition to the penalty payment required, Licensee and University shall negotiate in good faith a new, revised Milestone date for attainment of such missed Milestone. In negotiating such revised Milestone date, Licensee and University may negotiate other revised Milestone dates, as appropriate. If Licensee fails to meet any revised Milestone date, University may, in its sole and absolute discretion, terminate this Agreement and upon termination all rights and interest to the Licensed Technology and Patent Rights shall revert to University.
Failure to Meet Milestones. In the event that, at any time, Tenant fails to achieve any of the milestones set forth in Section 3.01(h) above within the milestone dates set forth in Section 3.01(h) above, Landlord shall have the right to terminate this Lease at any time and, in connection therewith, Landlord shall have the right to draw on the Letter of Credit as liquidated damages for Tenant’s failure to meet the milestones set forth in Section 3.01(h) above. IF THIS LEASE IS TERMINATED BY LANDLORD PURSUANT TO THIS SECTION 3.02, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DAMAGES THAT LANDLORD WOULD SUSTAIN AS A RESULT OF TENANT’S FAILURE TO MEET THE MILESTONES SET FORTH IN SECTION 3.01(h) WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, THE PARTIES AGREE THAT LANDLORD SHALL HAVE THE RIGHT TO DRAW ON THE LETTER OF CREDIT AS ITS FULL AND COMPLETE LIQUIDATED DAMAGES (AND NOT AS A PENALTY). Tenant’s failure to meet the performance obligations set forth in Section 3.01(h) above shall not be considered an Event of Default hereunder.
Failure to Meet Milestones. If the Company does not meet a milestone set forth in Section 1.4, then the Company and Commonwealth Advisors shall instruct the Escrow Agent to return all undisbursed funds plus any interest earned on the Escrow Account to the Debenture holders as set forth in Section 6.03 of the Indenture. However, a milestone for a particular quarter will be waived if either or both of the targets are missed by fifteen percent (15%) or less. In that instance, the difference between the target and the actual result will be added pro rata to the targets for the remaining quarters. A milestone will not be waived if the preceding milestone was already subject to a waiver.
Failure to Meet Milestones. If all of the Milestones are met by the dates set forth, the Exchanged Corporation Stock shall be issued to the Company Shareholders. If Torbay becomes insolvent or if any of the above milestones are not met (a “Failure Event”), the Exchanged Corporation Stock shall be cancelled, unless a majority of the disinterested members of the board of directors of Torbay agrees by resolution or unanimous consent to extend a date or lower a dollar value. If there is a sale of Torbay, its assets, or any other liquidation event of Torbay prior to the date the Common Shares are received, the Company Shareholders shall, to the extent permitted by law, participate at a rate equal to the rights of shares of Exchanged Corporation Stock due to be issued after the milestones are met.
A Failure Event, unless waived by a majority of the disinterested members of the Board of Directors of Torbay by a board resolution or unanimous consent, will affect the ability of the Company Shareholders to receive the Exchanged Corporation Stock. There shall be no further recourse by either party in relation to that Failure Event.
Failure to Meet Milestones. Seller shall pay the aggregate amount of Liquidated Damages provided in Section 9.2(E) (Milestone Delay Damages) as provided in Section 2.4(A) (Failure to Meet Milestone Dates).
