Grant by Tularik Sample Clauses

Grant by Tularik. Tularik hereby grants to Merck, during the Research Term (and any extension thereof) (i) [ * ] in accordance with the terms of the Research Program. Nothing herein shall be deemed to grant any rights or other interests in favor of Merck with respect to the Tularik Technology and the Tularik-owned Program Patents other than as expressly set forth in this Agreement.
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Grant by Tularik. Subject to the terms and conditions of this Agreement, Tularik hereby grants and agrees to grant to JT: (i) an exclusive (except as to Tularik), royalty-bearing (in accordance with Section 6.2) license (with the right to sublicense as provided in this Section 5.2) under the Program Patents, Program Know-How, and the Tularik Technology to the extent necessary or useful to develop, have developed (following approval of the MC in accordance with Section 9.4), make, have made, use, import, offer for sale, sell and have sold (following approval of the MC in accordance with Section 9.4) any Product in the Co-Promotion Territory (subject to Sections 4.17 and 9.3); and (ii) an exclusive (even as to Tularik), royalty-bearing license (with the right to sublicense as provided in this Section 5.2) under the Program Patents, Program Know-How, and the Tularik Technology to develop, have developed, make, have made, use, import, offer for sale, sell and have sold any Product in the JT Territory. Except as provided in Section 5.6, JT may not sublicense any rights granted under this Section 5.2 in the Co-Promotion Territory to any Third Party without the prior written consent of Tularik, not to be unreasonably withheld. JT may sublicense any rights granted under this Section 5.2 in the JT Territory to any Third Party without the prior written consent of Tularik, provided that any such sublicensee is subject to the payment obligations and other applicable provisions set forth in this Agreement, including without limitation the last sentence of Section 5.6. JT shall use reasonable efforts to ensure that any such sublicense negotiated by JT as permitted under this Section 5.2 shall run from the Parties to such sublicensee; and JT shall ensure that any such sublicense shall provide that [*](collectively, "Sublicense Revenues"), shall be [*] Notwithstanding the foregoing, if JT has elected to resume participation in Pre- Clinical Development or Development of an Independent Lead Compound or an Independent Product as a Collaboration Lead Compound or Product pursuant to Section 4.16(c), then the license granted to JT hereunder with respect to such Collaboration Lead Compound or Product shall be limited to only the license granted to JT pursuant to subsection 5.2(ii), and if Tularik has elected to resume participation in Pre-Clinical Development or Development of an Independent Lead Compound or Independent Product as a Collaboration Lead Product or Product pursuant to Section 4.16(...
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Related to Grant by Tularik

  • Assignment by the Executive This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.

  • Termination of Employment by the Company During the Term, the Company may terminate the Executive's employment at any time with or without Cause (as defined below) pursuant to the Notice of Termination provision below.

  • Delivery of Materials upon Termination of Employment As requested by the Company from time to time and upon the termination of Executive's employment with the Company for any reason, Executive shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information and Intellectual Property in Executive's possession or within his control (including, but not limited to, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information or Intellectual Property) irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been delivered to the Company.

  • Termination of Employment by the Executive During the Term, the Executive may terminate employment with the Company with or without Good Reason (as defined below) by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination; provided, that, if such termination of employment is by the Executive with Good Reason, such notice shall state in reasonable detail the facts and circumstances that constitute Good Reason. This provision does not change the at-will nature of Executive's employment, and the Company may end Executive's employment, pursuant to Executive's notice, prior to the expiration of the thirty (30) days' notice.

  • AMENDMENT BY EMPLOYER The Employer has the right at any time and from time to time:

  • Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

  • Employment by the Company 1.1 Executive is currently employed as an executive of the Company.

  • Termination of Employment by Executive The Executive may terminate his employment at any time. In such event, the Company shall continue to pay to the Executive in the ordinary and normal course of its business his Salary and earned Warrants and Shares (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

  • Termination of Employment by the Company for Cause The Company may terminate the Executive’s employment for Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company, the Term shall end as of the Date of Termination and the Executive shall thereupon be entitled solely to the following:

  • Assignment by Employee Employee's rights and obligations under this Employment Agreement are personal, and they shall not be assigned or transferred without the Company's prior written consent.

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