GSK Development Termination Sample Clauses

GSK Development Termination. After exercising an Option with respect to a particular set of GSK Development Compounds (i.e., a particular Collaboration Compound, Back-Up Compounds related thereto, and in the case of Project 1, Follow-On Compounds related thereto), GSK may, at its sole discretion and without any penalty or liability, terminate its development or commercialization of the GSK Development Compounds for a Project upon written notice to Anacor. In such event: (a) all licenses in and to the Anacor IP for such GSK Development Compounds granted to GSK by Anacor shall be immediately terminated, and (b) GSK (i) hereby grants, conditional upon the occurrence of such termination, an exclusive license, with the right to grant sublicenses, to Anacor under GSK IP for the use, manufacture, sale or commercialization of such Anacor Development Compound to further develop and commercialize such Anacor Development Compound as a Product in the Territory in the Field, (ii) shall transfer to Anacor, as soon as reasonably practicable after such termination, all Information and material in its possession and Control with respect to such Anacor Development Compound, and (iii) shall assign to Anacor any regulatory filings related to such Anacor Development Compound. In the event of such termination, Anacor shall owe to GSK the applicable milestone and royalty payments set forth in Article 6 for such Anacor Development Compound. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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GSK Development Termination. After exercising an Option with respect to a particular Collaboration Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Know-How and grant of rights contemplated under this Section 5.2(b) and to comply with its obligations in Article 12), terminate its Development or commercialization of all the Vectors or GSK Products within such Program upon written notice to TELETHON-HSR. In such event and by operation of the applicable provisions of Article 12, (i) all licenses in and to the Exclusively Licensed IP for such Vectors granted to GSK by TELETHON-HSR shall immediately terminate, (ii) TELETHON-HSR shall have the right to continue Development and commercialization of such Vectors under a TELETHON-HSR Development Program, (iii) the obligations of TELETHON-HSR and rights of GSK under the JSC with respect to such Program will terminate, and (iv) GSK (A) hereby grants, conditional upon the occurrence of such termination, an exclusive, royalty-free licence under GSK’s rights in any Joint IP solely as necessary to further Develop and commercialize such Vectors as TELETHON-HSR Products in the Territory in the Field, and GSK hereby agrees to negotiate in good faith and under commercially reasonable terms with TELETHON-HSR for an exclusive license under the relevant solely owned GSK IP solely to the extent necessary to further Develop and commercialize such Products as TELETHON-HSR Products in the Territory in the Field, and (B) GSK shall transfer to TELETHON-HSR, free of charge and within [***] any and all data and Know-How pertaining to *** Confidential Treatment Requested *** such Vectors (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) that are necessary for the continued Development and commercialization of such Vectors in its possession and other related materials, including without limitation copies of all Clinical Trial data and results, and all other Know-How and the like developed by or for the benefit of GSK relating to such Vectors and other documents (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) to the extent relating to such Vectors that are necessary or useful in the continued Development and commercialization of such Vectors as TELETHON-HSR Products (including without limitation material documents and agreements relating to the regu...
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GSK Development Termination. After exercising an Option with respect to a particular Dynavax Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Information and grant of rights contemplated under this Section 5.3.2), terminate its Development or commercialization of all the Compounds or GSK Products within such Program upon written notice to Dynavax. In such event, provided that such Program is [ * ]: (a) all licenses in and to the Exclusively Licensed IP for such Compounds granted to GSK by Dynavax shall immediately terminate, (b) Dynavax shall have the right to continue Development and commercialization of such Compounds under a Dynavax Development Program, (c) the obligations of Dynavax and rights of GSK under [ * ] with respect to such Program will terminate, and (d) GSK (i) hereby grants, conditional upon the occurrence of such termination, an [ * ] to such Compounds and [ * ] as of the time of such termination, to further Develop and commercialize such Compounds as Dynavax Products in the Territory in the Field, (ii) shall transfer to Dynavax, [ * ] and as soon as reasonably practicable after such termination, (a) all material Information [ * ] to such Compounds [ * ], and (b) all [ * ], (iii) shall reasonably cooperate with Dynavax [ * ]. In the event of such termination, Dynavax shall pay to GSK the applicable royalty payments as set forth in Section 6.6 for Dynavax Products containing any such Compounds.
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GSK Development Termination. GSK may at its sole discretion, and without any penalty or liability, terminate its development or commercialization of any or all of the GSK Development Compounds from the New Project 2 Research Program (or any Product containing any such GSK Development Compound) upon written notice to Anacor. The effects of any such termination shall be as follows:
Sample 1
GSK Development Termination. GSK may, at its sole discretion and without any penalty or liability, terminate its development or commercialization of any or all of the GSK TB Compounds or Products containing GSK TB Compounds, or any Collaboration Compound within the Project 2 TB TPP Subprogram, upon written notice to Anacor.
Sample 1

Related to GSK Development Termination

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • Agreement Term The term “

  • Term of Employment; Termination (a) The “

  • Employment Termination This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following:

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

  • Amendment; Termination (a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Majority Japan Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.

  • CONTRACT TERMINATION This Contract will terminate:

  • Term of Agreement; Termination The term of this Agreement shall commence on the date hereof and such term and this Agreement shall terminate upon the earlier to occur of (i) the Effective Time, and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, HOWEVER, such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • ENGAGEMENT TERM The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

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