Post-Termination Activities. Executive acknowledges and agrees that, during the course of his employment with the Company, he had access to the Company’s Proprietary, Trade Secret and Confidential Information, and that disclosure to or use of such information by a competitor of the Company would cause the Company irreparable harm. Executive agrees and acknowledges that should he engage in the restricted activities as set forth in Section 5 hereof, he will inevitably disclose the Company’s Proprietary, Trade Secret and Confidential Information.
Post-Termination Activities. (a) Each Party will render a post-termination report as required by Sections 4.11, 9.1, and 9.2 within the period specified in such provisions after the date of termination or expiration of this Agreement. Each Party will be entitled to conduct one audit in accordance with Section 9.9 within ninety (90) days after the date of termination or expiration. To the extent surviving termination, each Party will continue to comply with the terms of all licenses granted to it in accordance with Section 10.14.
(b) During the relevant TDP, within sixty (60) days after the end of each fiscal calendar quarter, each Party will furnish the other Party with a written statement, in reasonably specific detail, stating in United States dollars for the immediately preceding fiscal calendar quarter or part thereof, the Division Margin as described in Section 17.7(c) and the royalties accrued thereunder. Each such statement will be accompanied by payment of the amount payable, if any, pursuant to Section 17.7(c).
(c) During the relevant TDP, each Party will keep records in accordance with Section 9.6 and will be entitled to an annual audit in accordance with Section 9.7 solely to the extent necessary to establish and confirm amounts payable pursuant to Section 17.7.
Post-Termination Activities. (a) The Executive agrees that during his employment with the Company and for 12 months thereafter, the Executive will not, and will not cause others to:
(i) solicit or induce or attempt to solicit or induce any employee or full time consultant of the Company (whether such person is presently employed by the Company or may later be employed), to leave the Company's employ or otherwise interfere with the employment relationship between any such person and the Company;
(ii) solicit for competitive purposes, or attempt to divert, take away, any exclusive suppliers or customers of the Company or potential customers of the Company to whom the Company has made presentations seeking to establish business relationships during the Term, of which the Executive knew or should have known; or
(iii) publicly disparage the Company, its operations, business, Board, directors, officers, management or employees; or
(iv) compete with the Company or its subsidiaries in the ASP market anywhere in the United States; provided, however, that this clause (iv) shall not apply upon the Executive's termination by the Company without Cause or termination by the Executive for Good Reason.
(b) In the event the terms of this Paragraph 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its time period or geographic scope, the terms will be interpreted to extend only over the maximum period of time and geographic scope which the court determines are enforceable.
Post-Termination Activities. (i) Xxxxxxx will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have Xxxxxxx wind down the applicable activity. Xxxxxxx will bear any costs incurred in winding down any such activity (unless Licensor has exercised its Co-Funding Option and the provisions of Section 4.8 have not been terminated in accordance with Section 4.8.2(b)(v) or Section 4.8.3, in which case they shall be shared by the Parties as Shared Development Costs to the extent applicable). Licensor will reimburse Xxxxxxx for any costs incurred after the Termination Effective Date to complete or transfer any activity.
(ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), Xxxxxxx will supply Licensor with the Reverted Products at a price equivalent to Xxxxxxx’x Cost of Goods plus [***]% of such Cost of Goods, provided that Xxxxxxx will not be obligated to continue to supply the Reverted Products for more than [***] months after the Termination Effective Date.
(iii) If the First Commercial Sale of a Reverted Product has occurred in a country before the Termination Effective Date, then, if requested by Licensor, Xxxxxxx will continue to Commercialize such Reverted Product in such country in accordance with the terms and conditions of this Agreement, for a period requested by Licensor not to exceed [***] months from the Termination Effective Date. Xxxxxxx will be entitled to receive and retain all amounts invoiced on sales of Reverted Product during such period, subject to payment of royalties pursuant to Section 4.4.
Post-Termination Activities. (a) The Executive agrees that during his/her employment with the Company and for 12 months thereafter, the Executive will not, and will not cause others to:
(i) solicit or induce or attempt to solicit or induce any employee or full time consultant of the Company (whether such person is presently employed by the Company or may later be employed), to leave the Company's employ or otherwise interfere with the employment relationship between any such person and the Company;
(ii) solicit, or attempt to divert, take away or call on, any exclusive suppliers, customers or potential customers of the Company; or
(iii) disparage the Company, its operations, business, Board, directors, officers, management or employees; or
(iv) compete with the Company or its subsidiaries in the ASP market anywhere in the United States;
(b) In the event the terms of this SECTION 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its time period or geographic scope, the terms will be interpreted to extend only over the maximum period of time and geographic scope which the court determines are enforceable.
Post-Termination Activities. Upon termination of this Agreement CRISPR shall provide CureVac with a written inventory of all Licensed Products that are in the process of Manufacture, in use or in stock; provided, however, that if CRISPR terminates this Agreement in part under Section 13.3, such inventory shall only apply to the Licensed Products subject to such partial termination. All Licensed Products that are not disposed of as provided above shall be delivered to CureVac or otherwise disposed of in CureVac’s sole discretion and at CRISPR’s sole expense.
Post-Termination Activities. In the event that either Party issues a notice of termination of this Agreement, the Parties will exercise Commercially Reasonable Efforts during the [***] period following issuance by a Party of such notice of termination to reach agreement regarding an appropriate wind-down plan, taking into account ethical responsibilities to patients in clinical trials (if any), control of any trailing project costs, and the stewardship of intellectual property and other assets created by the Parties hereunder. Battelle shall promptly transfer or return to Discovery Labs all data, reports, materials, Discovery Labs Inventions, designs, models, working embodiments, prototypes etc. of the device, and must take continuing action to disclose and transfer the know-how and technical information relating to the Project to Discovery Labs and to cooperate and take measures to assign to Discovery Labs and execute such documents as Discovery Labs may reasonably request to perfect Discovery Labs’ title as sole owner of all Discovery Labs’ Inventions. Except as provided in Section 5.D(i), Discovery Labs shall pay Battelle’s reasonable expenses in complying with this Section 5.F. Battelle shall issue to Discovery Labs detailed invoices in a manner consistent with those prepared for Stage 1 Work described in Section 3.A.
Post-Termination Activities. Each Party will render a post-termination report as required by Sections 3.17, 8.10, and 8.11 within the period specified in such provisions after the date of termination or expiration of this Agreement. Each Party will be entitled to conduct [***] in accordance with Section 8.15 within [***] after the date of termination or expiration. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Post-Termination Activities. 16.1.1 Upon termination of the rights and licenses granted to MedImmune in its entirety, and subject to any rights retained by MedImmune’s sublicensees in the Territory pursuant to Section 16.7, Micromet will have the right to continue the development of and to Commercialize Licensed Product by itself or with or through Third Parties anywhere in the world. Upon such termination, MedImmune will upon request of Micromet:
(a) continue the Development Activities set forth in the Development Plan relating to clinical trials commenced by or on behalf of MedImmune prior to the effective date of such termination, at the cost and expense of Micromet, or upon request by Micromet and subject to Applicable Law and to MedImmune’s obligations to Third Parties conducting such Development Activities on behalf of MedImmune, transfer such Development Activities to Micromet;
(b) transfer the then-existing clinical scale manufacturing process for the Lead Product or, if applicable, the fully-developed Lead Product Process to Micromet or its designee under the terms set forth in Section 5;
(c) provide Micromet with Clinical Trial Materials (if, at the time of such termination, MedImmune is supplying Micromet with Clinical Material) until such time as Micromet or its designee has established and validated a manufacturing process for one or more Licensed Products and is approved to manufacture Pivotal Trial and commercial supplies of such Licensed Products (but in no event longer than [***] from completion of the transfer of the manufacturing process described in Section 5); and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(d) transfer to Micromet all non-clinical and clinical data, information, regulatory approvals, and Know-How directly related to Licensed Product (other than that directed to a Commercial Process), and any trademarks relating to Licensed Product.
16.1.2 In consideration of the performance of the obligations set forth in the preceding Section 16.1.1, Micromet will pay MedImmune:
(a) in the event of termination pursuant to Section 15.3, a technology transfer fee equal to the amount of any reasonable and documented expenses at the FTE Rate as well as any reasonable and documented out-of-pocket expenses incurred by MedImmune in the course of effecting the transfer of materials described in clause (b) of Section 16.1.1;
(b) the [***] fo...
Post-Termination Activities. After the cessation of your employment for any reason, neither party shall (a) represent itself as having any on-going relationship with the other, (b) make or cause to be made (whether directly or indirectly) any derogatory comments or statements about the you or the Firm or its officers or employees, as applicable and (c) make, or cause to be made (whether directly or indirectly), any statement or comment to the press or other media concerning your employment or termination of employment with the Firm or your termination or resignation from any directorships or other offices with the Firm, without the prior written consent of the other party except in the case of the Company as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith).
