GSK Development Termination Sample Clauses

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 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 regulatory filings including all Regulatory A...
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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 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: (a) If GSK terminates development of all of the GSK Development Compounds (and Products containing such GSK Development Compounds) arising from the New Project 2 Research Program, then: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (i) where at the time of such termination GSK is no longer pursuing or funding any LeuRS Activities, or if the relevant [ * ] period has expired according to Section 7.1.2 or 7.1.4 of the Agreement (as applicable, and as described in Section 1 of this Schedule), the terms of Section 5.3.2 of the Agreement shall apply in respect of such GSK Development Compounds (or Products containing such GSK Development Compounds) which shall become Anacor Development Compounds according to the terms set out therein, and subject to applicable payments under Section 6.6 of the Agreement if Anacor obtains a license from GSK under Section 5.3.1 of the Agreement; and (ii) where at the time of such termination GSK is still pursuing or funding other LeuRS Activities and the relevant [ * ] period has not yet expired according to Section 7.1.2 or 7.1.4 of the Agreement (as applicable), then such GSK Development Compounds shall not be further developed or commercialized by either Party during the Term of the Agreement, until such time as either GSK terminates all LeuRS Activities or the relevant [ * ] period expires (whichever occurs earlier), at which time such GSK Development Compounds (or Products containing such GSK Development Compounds) shall become Anacor Development Compounds in accordance with subsection (a)(i) above. (b) If GSK terminates development of one but not all of the GSK Development Compounds (or Product containing such GSK Development Compounds) arising from the New Project 2 Research Program, or if GSK terminates development of any such GSK Development Compound (or Product containing such GSK Development Compound) but at the time of such termination GSK is still pursuing or funding other ...
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Related to GSK Development Termination

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Agreement Term This Agreement commences on the Effective Date and continues until terminated in compliance with this Clause.

  • Term of Employment; Termination ​ (a) The “Term of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

  • Development Period The Contractor may commence pre-construction activities like utility shifting, boundary wall construction or any other activity assigned to the Contractor by the Authority to enable construction of the Project Highway immediately after signing of the Agreement, to the extent that such work is ready for execution. The Parties agree that these works may be taken up and completed to the extent feasible by the Contractor, before declaration of the Appointed Date, but no claim against the Authority for delay shall survive during this period and that the undertaking of these works by the Contractor shall not count towards the Scheduled Construction Period of the project which starts counting only from the Appointed Date. No construction activity of the Project Highway shall be undertaken during the development period.

  • Employment Termination 12.1 Subject to the terms and conditions of the National Building and Construction Industry Award 2000, it is agreed that it is the company’s prerogative to determine the order of selection of employees for employment or retrenchment subject always to the following: a) All relevant legislation governing unfair dismissal, discrimination, etc. will be observed; b) Voluntary terminations will be encouraged as a first step; c) The seniority of employees – within classifications, experience or skills held – will be considered by the company in selecting employees for retrenchment; d) The Grievance Procedures set out in Clause 9 of this Agreement will apply in the event of any concerns arising regarding retrenchments.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • 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. (b) This Addendum may not be terminated without the prior written consent of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no Japan Local Currency Advances or any other amounts outstanding hereunder, in which case no such consent of any Japan Local Currency Bank shall be required; provided, however, that this Addendum shall terminate on the date that the Credit Agreement terminates in accordance with its terms.

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Term of Agreement; Termination A. The term of this Agreement shall commence on the date hereof. B. This Agreement shall terminate at the Effective Time of the Merger or the earlier of (i) at any time prior to consummation of the Merger by the written consent of the parties hereto and (ii) termination of the Merger Agreement 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 willful breach of this Agreement prior to such termination.

  • Employee Development The Employer may provide employees the opportunity to participate in appropriate seminars, workshops or short courses. When possible and appropriate the Employer will provide to all staff information on seminars, workshops or short courses by posting a notice on the Employer’s internal web site.

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