Notice of EPIZYME Post Sample Clauses

Notice of EPIZYME Post. EOP1 Clinical Opt-Out. As to Shared Development Programs, clauses (i) and (ii) below shall apply on a Shared Development Program-by-Shared Development Program basis and, to the extent provided in clause (iii) below, as to Available Targets for which EPIZYME is responsible for conducting a Phase 1 Clinical Trial prior to CELGENE’s exercise of the Phase 1 Option, clause (iii) below shall apply on a Phase 1 Clinical Trial-by-Phase 1 Clinical Trial basis, (i) if EPIZYME reasonably determines to discontinue a Phase 1 Clinical Trial or a Phase 2 Clinical Trial in a Shared Development Program because the Development Program Stopping Rules specified for such Clinical Trial in the applicable clinical trial protocol therefor require that such Clinical Trial be stopped, and only in accordance with Applicable Law and after all necessary communications with the applicable Regulatory Authorities have occurred, or (ii) if EPIZYME determines in its sole discretion, after the completion of a Phase 1 Clinical Trial or a Phase 2 Clinical Trial for a Development Candidate Directed to a Selected Target in a Shared Development Program, that the Development Program Stopping Rules have been satisfied with respect to such Available Target, or (iii) if during the conduct of a Phase 1 Clinical Trial prior to CELGENE’s exercise of the Phase 1 Option, the Development Program Stopping Rules set forth in the protocol for such Phase 1 Clinical Trial require that such Phase 1 Clinical Trial be stopped, EPIZYME shall, after discussing the matter within the JDC, have the right, in its sole discretion, to exercise an opt-out as to the applicable Shared Development Program or pre-Phase 1 Option exercise program, as applicable (“EPIZYME Post-EOP1 Clinical Opt-Out”), pursuant to which EPIZYME shall have no further obligation to participate in any Development with respect to the applicable Available Target(s). EPIZYME may exercise the EPIZYME Post-EOP1 Clinical Opt-Out by providing written notice to CELGENE of such election within [**] days after the completion or discontinuation of the Phase 1 Clinical Trial or Phase 2 Clinical Trial, as applicable, which opt-out shall take effect [**] days after the date of such written notice (the “EPIZYME Post-EOP1 Clinical Opt-Out Date”). Notwithstanding the foregoing, no rights with respect to the United States shall be transferred by EPIZYME to CELGENE until receipt of all applicable consents and approvals under Antitrust Laws, including the termination o...
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Related to Notice of EPIZYME Post

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  • Notice of Extension (a) If the Institutional Trustee is the only registered Holder of the Debentures at the time the Company selects an Extended Interest Payment Period, the Company shall give written notice to the Regular Trustees, the Institutional Trustee and the Trustee of its selection of such Extended Interest Payment Period one Business Day before the earlier of (i) the next succeeding date on which Distributions on the Trust Securities issued by the Trust are payable, or (ii) the date the Trust is required to give notice of the record date, or the date such Distributions are payable, to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities issued by the Trust, but in any event at least one Business Day before such record date.

  • Notice of Exclusive Control So long as the Securities Intermediary has not received a Notice of Exclusive Control (as defined below), the Securities Intermediary may, subject to paragraph (ii) below, comply with entitlement orders of the Lien Grantor or any duly authorized agent of the Lien Grantor in respect of the Account and any or all financial assets credited thereto. After the Securities Intermediary receives a written notice from the Secured Party that it is exercising exclusive control over the Account (a "Notice of Exclusive Control"), the Securities Intermediary will cease complying with entitlement orders of the Lien Grantor and any of its agents.

  • Notice of Non-Renewal If the Company or the Executive elects not to extend the Executive’s employment under this Agreement, the electing party shall do so by notifying the other party in writing not less than sixty (60) days prior to the expiration of the Initial Term, or sixty (60) days prior to the expiration of any Renewal Term. The Executive’s date of termination, for purposes of this Agreement, shall be the date of the Company’s last payment to the Executive. For the purposes of this Agreement, the election by the Company not to extend the Executive’s employment hereunder for any renewal term shall be deemed a termination of the Executive’s employment without “Cause,” as hereinafter defined.

  • Notice of Complaints Each Purchaser shall promptly notify the applicable Seller upon becoming aware of any complaint concerning any Serviced Appointment made by any party to the Serviced Corporate Trust Contract, any Securityholder, any Credit Enhancement Provider or any rating agency.

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Notice of Events As soon as Guarantor obtains knowledge thereof, Guarantor shall give Guarantied Party written notice of any condition or event which has resulted in (a) a material adverse change in the financial condition of Guarantor or Company or (b) any Event of Default or Potential Event of Default.

  • Notice of Claims If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

  • Notice of Decision The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

  • Notice of Material Proceedings Promptly upon becoming aware thereof, the Issuer shall give the Indenture Trustee (on behalf of the Holders of the Notes) and the Rating Agency written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting the Issuer which is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or performance of the Issuer or the ability of the Issuer to perform its obligations under this Indenture or under any other Program Agreement to which it is a party.

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