Failure to Opt-In Sample Clauses

Failure to Opt-In. If Alnylam provides a complete Study Completion Package under Section 4A.2(a) and has complied with the terms of this Article IVA, and Cubist does not exercise its Opt-in Right pursuant to Section 4A.2(a) within the Opt-in Period, then Cubist’s Opt-in Right pursuant to Section 4A.2(a) and the Interim Period shall both expire and the Parties’ respective rights and obligations with respect to ALN-RSV01 and RSV01 Products shall be modified as follows, subject to Section 4A.5: (a) RSV01 Products shall cease to be Licensed Products and, for the avoidance of doubt, Cubist’s licenses pursuant to Section 3.1 shall terminate with respect to RSV01 Products; (b) The definition of “Field” set forth in Section 1.46 shall be amended and restated in its entirety to read as follows:
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Failure to Opt-In. If Achillion provides a POC Notice under Section 2A.2(b) or a POC Failure Notice under Section 2A.2(c) and Gilead does not exercise its opt-in right pursuant to Section 2A.2(a), 2A.2(b) or 2A.2(c) on or before the expiration of the Interim Period, then ACH-1095 shall cease to be a Compound (and shall cease to be the Lead Compound) under this Agreement, and, with respect to ACH-1095, this Agreement shall be deemed to have been terminated by Gilead in accordance with Section 10.2. The Parties shall discuss whether any Other Compound shall be designated as the Lead Compound, and Gilead will have the sole discretion whether to make any such designation. If Gilead elects to make such designation, then this Agreement shall remain in force with respect to the Other Compounds; provided that, (a) concurrently with such designation, Gilead shall provide to Achillion a reasonable plan for the Development of such Lead Compound, (b) thereafter Gilead shall commence preclinical Development of such Lead Compound within one hundred twenty (120) days after such designation and use Commercially Diligent Efforts to Develop, commercialize and market at least one Licensed Product in the HCV Field in each Major Market, and (c) the Parties shall again bear all Research Costs incurred thereafter in accordance with Section 2.4(c) with respect to such Lead Compound. If no such designation is made prior to the expiration of the Interim Period, then the Agreement shall be deemed to have been terminated in its entirety by Gilead in accordance with Section 10.2, effective upon the expiration of the Interim Period, with the effects described in Section 10.4(a), 10.4(d) and 10.5.”
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Related to Failure to Opt-In

  • Failure to Vacate If the Resident does not vacate the Residence on the expiry or early termination of this Agreement, (i) the Resident is liable for any financial loss sustained or incurred by the Institution or the Manager, and (ii) the Manager may remove the property of the Resident from the Room (whether or not the Resident is present at the time), and place the property in temporary storage in a location in the Residence of the Manager’s choice, at the Resident’s expense, without notice to the Resident and without liability to the Manager for any damage to or loss of the Resident’s property.

  • Failure to Supply 4.2.1 If Company becomes aware that a Supply Interruption is reasonably likely to occur, Company shall promptly notify AbbVie by telephone or by written notification and shall provide AbbVie with the opportunity to meet in person or by teleconference to discuss the details to the extent they are known by Company. 4.2.2 In the event that Company is unable, or notifies AbbVie that it is unable or otherwise receives notice from its CMO that it will be unable to supply, for any reason, except for a Force Majeure Event, to supply Product in accordance with the quantities and/or delivery dates specified by AbbVie for such Product via Purchase Orders, Company shall have a period of *** days or such longer time as necessary so long as Company is using commercially reasonable efforts to cure such interruption to supply, during which time Company will prioritize AbbVie Purchase Orders of Product over Company or other customer orders. If such interruption to supply continues after such sixty (60) day period, AbbVie may, in its sole discretion: (a) cancel outstanding Purchase Orders with Company; (b) require Company to supply the undelivered Product at a future date agreed upon by the Parties; or (c) at Company’s sole expense, manufacture or have manufactured by a Third Party designated and qualified by AbbVie such quantity of ribavirin as AbbVie may reasonably determine with notice to Company as will meet AbbVie’s worldwide requirements in light of such interruption to supply. AbbVie shall be entitled to receive from Company *** % of AbbVie’s cover damages, comprising cost differences between the Product’s cost and the replacement product’s cost, and reasonable costs associated with procuring replacements for the Product, until such time as Company is capable of resuming its supply obligations under this Agreement. Upon Company’s resolution of the interruption to supply to the reasonable satisfaction of AbbVie, AbbVie shall be required to resume purchasing the Applicable Percentage of AbbVie Product Requirements from Company but shall be excused from purchasing that portion attributable to the permitted purchases from the Third Party manufacturer under Section 4.2.2(c).

  • Failure to Cure If DSHS learns of a pattern or practice of the Business Associate that constitutes a violation of the Business Associate’s obligations under the terms of this Contract and reasonable steps by DSHS do not end the violation, DSHS shall terminate this Contract, if feasible. In addition, If Business Associate learns of a pattern or practice of its Subcontractors that constitutes a violation of the Business Associate’s obligations under the terms of their contract and reasonable steps by the Business Associate do not end the violation, Business Associate shall terminate the Subcontract, if feasible.

  • Failure to Meet Timelines Failure by the Union to comply with the timelines will result in the automatic withdrawal of the grievance. Failure by the Employer to comply with the timelines will entitle the Union to move the grievance to the next step of the procedure.

  • Failure to Complete If Artist becomes ill, dies, or is otherwise unable or unwilling to complete the Project in accordance with the Agreement, any work already done on the Project will be the City’s property. The City will be entitled to withhold any sums not yet paid to Artist, and may use any such sums toward completion of the Project in any manner the City deems appropriate.

  • Failure to Return Failure of the employee to return pursuant to the date determined in this Section will constitute grounds for termination by the School District unless the School District and the employee mutually agree to an extension of the leave.

  • Failure to Remedy If the Funder has provided the HSP with an opportunity to remedy the breach, and: the HSP does not remedy the breach within the time period specified in the Notice; it becomes apparent to the Funder that the HSP cannot completely remedy the breach within the time specified in the Notice or such further period of time as the Funder considers reasonable; or the HSP is not proceeding to remedy the breach in a way that is satisfactory to the Funder, then the Funder may immediately terminate this Agreement by giving Notice of termination to the HSP.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Failure to Agree If the Contractor claims entitlement to a change in the Contract, and the Department does not agree that any action or event has occurred to justify any change in time or compensation, or if the parties fail to agree upon the appropriate amount of the adjustment in time or compensation, the Department will unilaterally make such changes, if any, to the Contract, as it determines are appropriate pursuant to the Contract. The Contractor shall proceed with the Work and the Department's directives, without interruption or delay, and shall make a claim as provided in Article 12. Failure to proceed due to a dispute over a change request shall constitute a material breach of the Contract and entitle the Department to all available remedies for such breach, including, without limitation, termination for default.

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