Lilly Option to Continue Agreement Sample Clauses

Lilly Option to Continue Agreement. Notwithstanding anything to the contrary under this Agreement, after the Research Term, Lilly shall have the right, at its option and by written notice to Avidity, in lieu of exercising its right to terminate this Agreement under this Section 12.2, to instead continue this Agreement in accordance with its terms subject to Lilly’s making all payments due from Lilly to Avidity (offset by any damages resulting from Avidity’s material breach, as finally determined under Article 13, that are not otherwise previously paid directly to Lilly by Avidity), and in which case: (a) the JRC will disband; and (b) Avidity will have no further right; (i) under Section 8.2.2 and Section 8.3.3, to receive information with respect to, be represented by counsel in, object to the commencement of, share in recoveries from, or otherwise participate in enforcement of Product-Specific Patents by Lilly; or (ii) under Section 8.4, to participate and be represented in any claim of infringement that the commercialization of a Product infringes the Patent rights of a Third Party.
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Lilly Option to Continue Agreement. Notwithstanding anything to the contrary under this Agreement, if ProQR materially breaches this Agreement, as finally determined under Article 14, during the Research Term such that Lilly would otherwise have the right to terminate this Agreement under Section 13.2.1, Lilly shall have the option to cause the Research Transfer Scenario to occur by written notice to ProQR. Lilly shall also be entitled, in lieu of terminating this Agreement (if Lilly would otherwise have the right to terminate this Agreement under either Section 13.2.1 or 13.2.2), to set-off any damages finally determined under Article 14 to have resulted from ProQR’s material breach from any Milestone Payments and Royalties payable by Lilly to ProQR. For clarity, in such scenario, the Agreement shall continue in accordance with its terms, save as expressly set forth in this Section 13.2.4.
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Lilly Option to Continue Agreement. Notwithstanding anything to the contrary under this Agreement, if Precision [***]. For clarity, the Agreement shall continue in accordance with its terms, save as expressly set forth in this Section 15.2.3.
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Lilly Option to Continue Agreement. (a) Notwithstanding anything to the contrary under this Agreement, solely in the event there has been a final determination pursuant to Section 16.6 that Centrexion has committed an uncured material breach sufficient to permit Lilly to terminate this Agreement under the foregoing Section 11.3.1, Lilly shall have the right in lieu of such termination to instead, by way of written notice to Centrexion, continue this Agreement in accordance with its terms, in which case: (i) all Milestone Payments due from Lilly to Centrexion pursuant to Section 5.2 shall be reduced by [***] percent ([***]%), subject to Section 11.3.2(b) below; and (ii) all Royalties due from Lilly to Centrexion pursuant to Section 5.3 shall be reduced by [***] percent ([***]%); in each case, such reductions made retroactively to the time of the breach that would have given rise to the right to terminate. For clarity, if Lilly has a right to terminate this Agreement on a Compound-by-Compound or Product-by-Product basis (instead of termination of the Agreement in its entirety), then such foregoing terms will only apply to the applicable Compound(s) and/or Product(s) for which there is a termination right. (b) If reduction of any Milestone Payment pursuant to Section 11.3.2(a)(i) above or recoupment of Recoupable Reduction Balance (as defined below) against future Milestone Payments pursuant to this Section 11.3.2(b) would result in payment to Centrexion of an amount lower than the amount that Centrexion owes to BII under the BI Agreement for achievement of the same Development Milestone Event or Commercial Milestone Event (as applicable) giving rise to such Milestone Payment, then such Milestone Payment shall instead be reduced to the amount Centrexion owes BI under the BI Agreement, with the difference between the [***] percent ([***]%) reduction that would otherwise apply and the actual reduction being added to a “Recoupable Reduction Balance” which Lilly may recoup against future Milestone Payments. Lilly may recoup any Recoupable Reduction Balance remaining after payment of all Milestone Payments, against any Royalties Lilly owes to Centrexion (as reduced pursuant to Section 11.3.2(a)(ii), provided that any recoupment against Royalties shall be limited to the difference between the Royalties Lilly owes to Centrexion and the royalties Centrexion owes BI on the same Net Sales. (c) If Lilly elects to implement payment reductions in accordance with this Section 11.3.2, then such reductions, to...
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Lilly Option to Continue Agreement. Notwithstanding anything to the contrary under this Agreement, if Merus materially breaches this Agreement, as finally determined under Article 14, during the Research Term such that Lilly would otherwise have the right to terminate this Agreement under Section 13.2, Lilly shall have the option to cause the Research Transfer Scenario to occur by written notice to Merus. [*]. For clarity, the Agreement shall continue in accordance with its terms, save as expressly set forth in this Section 13.2.3.
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Related to Lilly Option to Continue Agreement

  • Agreement to Continue in Force Both Parties shall adhere fully to the terms of this Agreement during the period of bona fide collective bargaining.

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • OPTION TO TERMINATE AGREEMENT In the event that any payment otherwise due from the Applicant to the District under Article IV, Article V, or Article VI of this Agreement with respect to a Tax Year is subject to reduction in accordance with the provisions of Section 7.1, then the Applicant shall have the option to terminate this Agreement. The Applicant may exercise such option to terminate this Agreement by notifying the District of its election in writing not later than the July 31 of the year following the Tax Year with respect to which a reduction under Section 7.1 is applicable. Any termination of this Agreement under the foregoing provisions of this Section 7.2 shall be effective immediately prior to the second Tax Year next following the Tax Year in which the reduction giving rise to the option occurred.

  • Option to Terminate The Client and Contractor shall: (check one)

  • Condition to Contract As a condition to this Agreement, Contractor shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form HRC-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Termination on Notice The Province may terminate the Agreement at any time without liability, penalty, or costs upon giving at least 30 days’ Notice to the Recipient.

  • Amendment to Contract Either party may request modification of the provisions of this Agreement by filing a Change Request with the Division. The Change Request must be submitted using the DOS Grants System at xxxxxxxxx.xxx. Changes that are agreed upon shall be valid only when amended in writing, signed by each of the parties and attached to the original of this Agreement. If changes are implemented without the Division’s written approval, the organization is subject to noncompliance, the grant award is subject to partial or complete refund to the State of Florida and this agreement is subject to termination.

  • Termination Option Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.

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