Renegotiation of Performance Milestones Sample Clauses

Renegotiation of Performance Milestones. If Company determines that it will be unable to achieve a Performance Milestone, Company will so notify University in advance of the Performance Milestone Date, and, providing Company demonstrates it is diligently pursuing commercialization of at least one Licensed Product, the Parties will negotiate an appropriate new Performance Milestone and/or related Performance Milestone Date in good faith. If the Parties are unable to agree on a renegotiated Performance Milestone within 30 days after commencing negotiations, University may proceed with its termination rights under Section 9.2 (Termination by University), subject to both Company and University having the right to seek mediation under Section 13.4 (Escalation; Dispute Resolution).
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Renegotiation of Performance Milestones. If Company determines that it will be unable to achieve a Performance Milestone for a given Indication Category by the applicable Performance Milestone Date, Company will so notify University in advance of the Performance Milestone Date, and, provided Company demonstrates it is diligently pursuing commercialization of at least one Licensed Product for such Indication Category, Company shall have the option of either (1) negotiating in good faith an appropriate new Performance Milestone and/or related Performance Milestone Date to accommodate for the reasonable length of the delay or (2) paying a fee to the University equal to [***] of the next due Financial Milestone payment for a one year of extension to all Performance Milestone Dates (not yet met) for such Indication Category. A subsequent payment of another [***] of the next due Financial Milestone payment to add another one year extension to all Performance Milestones Dates (not yet met) for such Indication Category will be granted by University but no further extensions shall be (automatically) granted under this payment mechanism. If in the case of (1) above, the Parties are unable to agree on a renegotiated Performance Milestone [***], then University may proceed with its termination rights under Section 9.2 “Termination by University”, subject to both Company and University having the right to seek mediation under Section 13.4 “Escalation; Dispute Resolution”. For the avoidance of doubt, University’s termination rights shall be on an Indication Category by Indication Category basis (e.g., any failure to achieve a Performance Milestone by the applicable Performance Milestone Date for one Indication Icosavax, Inc. / University of Washington Exclusive License Agreement UW CoMotion Ref. [***] Category shall not result in termination of another Indication Category that is in compliance with its Performance Milestones).
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Renegotiation of Performance Milestones. If Company determines that it will be unable to achieve a Performance Milestone by the applicable Performance Milestone Date, Company will so notify University in advance of the Performance Milestone Date, and, provided Company demonstrates it is diligently pursuing commercialization of at least one Licensed Product, Company shall have the option of negotiating in good faith an appropriate new Performance Milestone and/or related Performance Milestone Date to accommodate for the reasonable length of the delay. In addition, University agrees that the Performance Milestone Dates shall be extended by the number of days of delay caused by any event reasonably deemed out of the control of Company, [***], including without limitation an Event of Force Majeure, the actions or inactions of any regulatory authority necessary for Company’s plans to commercialize the Licensed Rights, or inability to enroll clinical trials due to lack of eligible participants. If the Parties are unable to agree on a renegotiated Performance Milestone [***], then University may proceed with its termination rights under Section 9.2 “Termination by University”, subject to both Company and University having the right to seek mediation under Section 13.4 “Escalation; Dispute Resolution”.
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Renegotiation of Performance Milestones. If Company determines that it will be unable to achieve a Performance Milestone, Company will so notify University in advance of the Performance Milestone Date, Company may request a Performance Milestone Extension (as described below) or, providing Company demonstrates it is diligently pursuing development and commercialization of at least one Licensed Product, Company may request that the Parties negotiate an appropriate new Performance Milestone and/or related Performance Milestone Date in good faith. If the Parties are unable to agree on a renegotiated Performance Milestone within sixty (60) days after commencing negotiations, University may proceed with its termination rights under Section 9.2 “Termination by University”, subject to both Company and University having the right to seek mediation under Section 13.4 “Escalation; Dispute Resolution”. In addition, if for any reason Company will be unable to achieve a Performance Milestone, then upon written notice to University and payment of [***] US dollars ($[***]), the timing for the Performance Milestone will be extended for one (1) year (“Performance Milestone Extension”) (and the timing for each subsequent Performance Milestone will likewise be extended for one (1) year. Company shall have the right to three (3) Performance Milestone Extensions by providing such notice and paying such fee. In the case that Company is unable to achieve a Performance Milestone (after any extensions provided for above) and University proceeds with its termination rights under Section 9.2 “Termination by University”, University will only have the right to terminate the particular performance category (e.g. agonist protein biologic, [***] molecular entity, or antagonist protein biologic) for such failed Performance Milestone, with such termination effectively removing such performance category from the Field of Use, and the Agreement would continue with respect to the other performance categories.
Sample 1
Renegotiation of Performance Milestones. If Company determines that it will be unable to achieve a Performance Milestone by the applicable Performance Milestone Date, Company will so notify University in advance of the Performance Milestone Date, and, providing Company demonstrates it is diligently pursuing commercialization of at least one Licensed Product, the Parties will negotiate an appropriate new Performance Milestone and/or related Performance Milestone Date in good faith. If the Parties are unable to agree on a renegotiated Performance Milestone within [***] days after commencing negotiations, and the relevant Performance Milestone Date has passed without achievement of such Performance Milestone, then University may proceed with its termination rights under Section 9.2 (Termination by University), subject to both Company and University having the right to seek mediation under Section 13.4 (Escalation; Dispute Resolution). If Company fails to notify University of Company’s inability to achieve a Performance Milestone in advance of the Performance Milestone Date and demonstrates it is diligently pursuing commercialization of at least one Licensed Product, then University and Company will negotiate in. good faith an appropriate new Performance Milestone and/or related Performance Milestone Date during the [***] day cure period under Section 9.2 (Termination by University).
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Related to Renegotiation of Performance Milestones

  • Payment of Performance Shares Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares, in cash, or in a combination of the two, as determined in the sole discretion of the Committee. Payment will be made as soon as practicable after the receipt of audited financial statements of the Corporation relating to the last fiscal year of the Performance Period and with respect to Covered Employees, the determination by the Committee of the level of attainment of the Management Objectives. Performance Shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming earned.

  • PERIOD OF PERFORMANCE The period of performance for this contract begins , and ends . ARTICLE 4.

  • Prevention of Performance The Custodian will not be responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of funds credited to the Cash Account) if such performance is prevented, hindered or delayed by a Force Majeure Event, in such case its obligations will be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of communications system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

  • Suspension of Performance or Disbursement Into Court If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:

  • Suspension of Performance Disbursement Into Court If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions:

  • Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

  • Time of Performance Time for performance of the Scope of Services under this Agreement shall begin with receipt of the Notice to Proceed and end no later than December 31, 2026. Consultant shall complete the tasks described in the Scope of Services, within this time or within such additional time as may be extended by the County.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

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