Reservation of Rights and Process Sample Clauses

Reservation of Rights and Process for [***]. Notwithstanding anything to the contrary in this Agreement: (a) as of the A&R Effective Date, [***] is a Collaboration Target and shall not be an Other Collaboration Target or Selected Oncology Collaboration Target, (b) if reasonably requested by Merck after discussion by the Parties or at the JEDDC and prior to Merck’s provision of notice, if any, pursuant to clause (d), NGM shall use Commercially Reasonable Efforts to perform research and development activities with respect to [***] during the New Research Program Term (with funding provided by Merck to the extent set forth in Section 4.2, subject to the applicable Research Funding Caps, or, if the Parties agree to exceed the applicable Research Funding Cap, such additional funding as Merck may in its discretion agree to provide) under the terms and conditions of the [***] Research Program, applied mutatis mutandis, except that Merck may, in its reasonable discretion after discussion by the Parties or at the JEDDC, (i) determine a reasonable alternative point in development (i.e., other than [***] but prior to the first designation of a Collaboration Compound that Modulates [***] as a Research Program Development Candidate) that triggers the time at which Merck must elect a Tail Period for [***] pursuant to clause (c) or provide notice pursuant to clause (d), and (ii) determine reasonable alternative development objectives, (c) Merck shall have the right, at any time after the A&R Effective Date that is prior to the earlier of (i) the end of the New Research Program Term and (ii) Merck’s provision of notice, if any, pursuant to clause (d), to designate [***] as a Tail Target (mutatis mutandis) and to designate Tail Compounds (mutatis mutandis) with respect thereto, with a Tail Period (mutatis mutandis) to be performed by Merck under the terms and conditions of the [***] Research Program Tail Period applied mutatis mutandis, and (d) if Merck is not interested in pursuing or continuing to pursue [***], it will notify NGM, and upon receipt of such notice, [***] will be deemed to be an Other Collaboration Target and a Non-Qualifying Target. For clarity, if Merck exercises its rights under clause (b) or (c), it shall have the right to exercise, in its sole discretion, a Merck Option under the terms and conditions of the [***] Merck Option applied mutatis mutandis.
Sample 1
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Related to Reservation of Rights and Process

  • Reservation of Rights Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Indemnitor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

  • Reservation of Right You shall have the right not to accept for deposit to the Custody Account any securities which are in a form or condition which you, in your sole discretion, determine not to be suitable for the services you provide under this Agreement.

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

  • Reservation of Right Not to Sell The Fund reserves the right to refuse at any time or times to sell any of its shares of beneficial interest (“shares”) hereunder for any reason deemed adequate by it.

  • RESERVATION OF NAME The Investment Adviser shall at all times have all rights in and to the Portfolio’s name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio’s name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not suggest an affiliation with the Investment Adviser.

  • Reservation of Right to Revise Structure Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

  • Reservation of Right to Revise Transaction Buyer may at any time change the method of effecting the acqui- sition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts (including without limitation (a) the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")) if and to the extent it deems such change to be desirable, including without limitation to provide for a merger of Seller directly into Buyer, in which Buyer is the surviving corporation, provided, however, that no such change shall (A) alter or change the amount or kind of consideration to be issued to holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration"), (B) adversely affect the tax treatment to Seller's stockholders as a result of receiving the Merger Consideration or (C) materially delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- ment.

  • Amendment of Rights Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the parties hereto (and/or any of their permitted successors or assigns).

  • Modification of Rights The rights of the Optionee are subject to modification and termination in certain events as provided in this Option Agreement and the Plan.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

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