No Exercise or No Agreement During Exclusive ROFN Product Negotiation Period Sample Clauses

No Exercise or No Agreement During Exclusive ROFN Product Negotiation Period. If AbbVie does not deliver a ROFN Product Exercise Notice during the applicable ROFN Product Exercise Period or provides written notice that it does not intend to provide a ROFN Product Exercise Notice or the Parties fail to reach mutual agreement during the Exclusive ROFN Product Negotiation Period on such definitive agreement, then, in each case, Licensor shall thereafter be free to engage in ROFN Product Negotiations with Third Parties for an agreement for such proposed ROFN Product Transaction (such agreement, a “ROFN Product Transaction Agreement”) and enter into ROFN Product Transaction Agreements with Third Parties with respect to such ROFN Product in the applicable country(ies); provided that (a) during the [****] after the end of the Exclusive ROFN Product Negotiation Period if applicable, Licensor shall not enter into a ROFN Product Transaction Agreement for such ROFN Product in the applicable country(ies) on terms and conditions that, taken as a whole, are less favorable to Licensor than the terms and conditions last proposed by Licensor to AbbVie, if any, during the applicable Exclusive ROFN Product Negotiation Period, (b) if Licensor or its Affiliate, as applicable, does not enter into a ROFN Product Transaction Agreement with respect to such ROFN Product within [****] after the end of the ROFN Product Exercise Period or the Exclusive ROFN Product Negotiation Period, as applicable, and later Licensor intends to engage in ROFN Product Negotiations or enter into a ROFN Product Transaction Agreement in the applicable country(ies), then Licensor must so notify AbbVie and comply again with all of the terms of this Section 3.9; provided that the time period in this subsection (b) shall be extended for up [****] for any ROFN Product Transaction Agreement and a Third Party that was in active negotiations at the end of such [****] period as demonstrated by [****] if such ROFN Product has not advanced to a new development stage, (c) if Licensor or its Affiliate, as applicable, intends to engage in ROFN Product Negotiations based on new data generated after the expiration of the ROFN Product Exercise Period or the Exclusive ROFN Product Negotiation Period, as applicable, that causes the classification of such ROFN Product to be advanced to a new development stage (specifically, in vitro studies, in vivo studies, toxicology studies, phase 1, phase 2, phase 2(b), phase 3, completion of a registration study or commercial stage), then Licensor must so notify...
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Related to No Exercise or No Agreement During Exclusive ROFN Product Negotiation Period

  • Royalty Term Licensee shall have no obligation to pay any royalty with respect to Net Sales of any Licensed Product in any country after the Royalty Term for such Licensed Product in such country has expired.

  • LICENSE TERM A. Except as otherwise provided herein, the license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods unless terminated pursuant to the provisions herein.

  • Exclusive Negotiations Seller shall (i) remove the Property from the market, and (ii) cease and refrain from any and all negotiations with any other prospective optionees or purchasers of the Property.

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

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

  • Negotiation Period Any dispute, controversy or claim arising out of or relating to this Agreement, or any alleged breach hereof, will be subject to binding arbitration in accordance with this Section 7.11. If such a dispute, controversy or claim exists, the parties shall attempt for a 30-day period (the "Negotiation Period") from the date any party gives any one or more of the other parties notice (a "Dispute Notice") pursuant to this Section, to negotiate in good faith, a resolution of the dispute. The Dispute Notice shall set forth with specificity the basis of the dispute. During the Negotiation Period, representatives of each party involved in the dispute who have authority to settle the dispute shall meet at mutually convenient times and places and use their best efforts to resolve the dispute.

  • Royalty Period The royalty payments set forth above shall be payable for each Licensed Product on a product-by-product and country-by-country basis from the time of First Commercial Sale of Licensed Product in such country until the later of (i) [**] years from the time of First Commercial Sale of Licensed Product in such country or (ii) until the last to expire patent containing a Valid Claim providing marketing exclusivity with respect to such Licensed Product.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Termination Option Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

  • Exclusivity Period During the Exclusivity Period each Party shall:

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