Results of Termination. Upon termination or resignation of the Executive's employment pursuant to this Section 6, this Agreement and the employment of the Executive shall be wholly terminated with the exception of the clauses specifically contemplated to continue in full force and effect beyond the termination of this Agreement, including those set out in Article 4.
Results of Termination. 11.1 If this Agreement is terminated for cause, as described in section 10.1.4 hereof, the Employee shall be entitled to receive his remuneration to the date of such termination for cause, including any and all vacation pay and bonuses earned to date.
11.2 If this Agreement is terminated upon written notice as described in paragraphs 10.1.1, 10.1.2, and 10.1.3 hereof, the Employer shall pay to the Employee to the end of the notice period his salary and at the end of the date terminating the notice provision, the Employer shall pay to the Employee vacation pay equivalent and any other monies due under applicable United States federal or state law, as well as any and all amounts to which he may be entitled pursuant to sections 10.1.2 or 10.1.3.
Results of Termination. Upon termination or resignation of the Employee's employment pursuant to Sections 5, 6 or 7 of this Agreement, the employment of the Employee shall be wholly terminated, with the exception of clauses specifically contemplated to continue in full force and effect beyond the termination of this Agreement, including those set out in Sections 3 and 4.
Results of Termination a. Upon termination of this Agreement, subject to the terms of Section 15(i) above, all rights relating to the Licensed Products shall immediately cease and Licensee shall:
(i) cease the manufacture of the Licensed Products except in accordance with this Section 16;
(ii) cease all use of the rights licensed under this Agreement;
(iii) within thirty (30) days of termination, delete and henceforth cease from making any reference to the Licensed Marks in, on or in connection with any advertising, promotional or directory materials, including any reference to having been previously a licensee of Licensor;
(iv) within ten (10) days of termination, deliver all packaging, labels, tags and other materials and property (other than actual Licensed Products) relating to this Agreement to Licensor; and
(v) within ten (10) days of termination, furnish Licensor with a full and complete statement setting forth (A) the inventory of Licensed Products manufactured or in the process of manufacture, including the wholesale price thereof, and (B) production and distribution schedules for the Licensed Products.
b. The termination of this Agreement shall not relieve Licensee of any duties or obligations contained herein including, without limitation, the obligation to pay royalties and interest and furnish required statements; nor shall termination extinguish any rights of Licensor necessary to ensure an expeditious conclusion of this Agreement, including, without limitation, the right to inspect the books, records and facilities of Licensee and the right to obtain prior written consents.
c. Upon any termination of this Agreement, Licensee shall be liable to Licensor for actual royalties accrued prior to termination and royalties on any goods manufactured after termination under Section 15(i), which royalties shall be calculated on a pro rata basis for any applicable portion of a calendar year. Upon any termination other than termination resulting from a breach by Licensee of this Agreement, Licensee shall be liable to Licensor only for such royalties; provided, however, that nothing in this Section shall affect Licensor's rights or remedies for any post-termination breach by Licensee.
Results of Termination. (a) Upon any termination of the RSV Lead Period pursuant to Section 2.7 of this Third Amendment, Moderna will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, all in-progress Moderna RSV Lead Activities (including the [***]), or if requested by Merck and permitted by applicable Law, Moderna will transfer responsibility for the RSV Phase I Study to Merck, in which case Merck will pay all costs incurred to complete the RSV Phase I Study should such studies be completed. [***], Moderna will be entitled to receive payment from Merck for all Out-of-Pocket Costs and FTE Costs incurred by Moderna and its Affiliates directly in connection with [***].
(b) Promptly upon termination of the RSV Lead Period, Moderna shall assign and transfer to Merck (or its designee) the RSV IND and all associated Regulatory Filings. Upon assignment to Merck, Moderna shall [***]. Thereafter, (i) Merck or its designee shall be the owner of the RSV IND and all associated Regulatory Filings, (ii) Merck shall have the sole responsibility for all regulatory activities with respect to the RSV Collaboration mRNA Constructs, and (iii) Merck shall be the sole point of contact with Regulatory Authorities in all matters relating to the RSV Collaboration mRNA Constructs. Moderna shall have the right to prepare, at Moderna’s cost, and retain a copy of any and all Regulatory Filings transferred to Merck pursuant to this Section 2.8(b).
Results of Termination. All Licenses granted herein shall become null and void upon the termination of this License Agreement. Following the termination of this License Agreement, for whatever reason, Customer shall return to FAST any and all software program documentation or any other materials, copies or reproductions of the foregoing, relating to the Licensed Software, and Upgrade(s), Update(s) and enhancements thereto. Further, upon termination of this License Agreement, both parties shall promptly, and in any event within 30 days following termination, return to the other party all other property and Confidential Information belonging to the other, in all forms partial and complete, in all types of media and computer memory, and whether or not merged with other materials, or to the extent such return is not reasonably practical, will destroy the foregoing and provide the originating party with a certificate by an officer of the company certifying destruction.
Results of Termination. Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Operator’s Banners and Text Links from its site, as well as any other Marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by the Operator and/or provided to the Affiliate by the Operator in connection with this Agreement. The Affiliate must also disable any links from its site to any Site, and stop any activity relating to Promotional Messaging. All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate.
7.2.1 If the Affiliate has failed to fulfill its obligations and responsibilities under this Agreement, the Operator will not be obligated to pay the Affiliate any amounts otherwise owing to the Affiliate on termination or thereafter, where applicable.
7.2.2 The Operator may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to it. The Operator will be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities due to Operator, if any.
7.2.3 Any continued access and use by Customers of any of the Sites following the termination of this Agreement (if any) shall not constitute continuation or renewal of this Agreement or a waiver of its termination. For the avoidance of doubt, no additional payments will be due from the Operator to the Affiliate in relation to the same.
7.2.4 Notwithstanding deemed termination pursuant to clause 7.1.3.10, any account unused for withdrawals, or otherwise inactive, for a period of at least six (6) consecutive months will be an “Inactive Account”. The Operator shall notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account (“Inactive Account Notice”). The Operator shall be entitled to retain fifty (50) percent of the total balance remaining on the Inactive Account (“Inactive Account Fee”) after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from the account, the Operator shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiration of 45 days from the date of the Inactive Account Notice.
7.2.5 The following claus...
Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in the reasonable discretion of the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph 8 (c) below) you shall not be entitled to receive salary for periods following termination. In the case of termination by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination as a result of your disability or death you shall receive a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs.
(b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual salary and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination.
(c) If you terminate your employment hereunder following a "change in control of the Company" (as described below) and provided you have not been offered "comparable employment" (as defined below) within 60 days after the event resulting in the change in control of the Company you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annual salary for the calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination.
(d) For purposes of this Agreement, a "change in control of the Company" shall be deemed to occur if:
(i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a "chang...
Results of Termination. In the case of termination pursuant to Sections 6.3 or 8.3, Owner shall pay Operator (i) the Operation Fee due and all Extraordinary Operation Expenses accrued by Operator as well as all other sums due as of the date of the termination, and (ii) any reasonable costs attributable to termination of the Agreement, including without limitation, costs of demobilization and cancellation charges owed to third parties. In the case of termination pursuant to Section 8.2, Owner will pay Operator the amounts described in clause (i) above, and Owner shall not be obligated to pay the amounts described in clause (ii) above or any other termination fee or other compensation. Except to the extent that obligations by their terms expressly survive termination, or arose prior to the date of termination, or as a result of termination, or as provided in the preceding sentence, neither party shall have any additional liability to the other as a result of or following termination.
Results of Termination. Upon any early termination (i.e., not upon expiration) of this Agreement by Aptose pursuant to Section 12.2 (Termination by Aptose) or by Aptose or CG pursuant to Section 12.3 (Termination by Either Party for Material Breach):
(a) all licenses granted to Aptose under this Agreement will terminate, including the license granted by CG to Aptose under Section 4.5 (Commercial License Grant) above;
(b) Aptose shall diligently wind down, in accordance with Applicable Laws, all Development activities it is conducting for Products in the Licensed Territory at the time of notice of such termination;
(c) Aptose shall transfer and assign to CG all Regulatory Filings and Regulatory Approvals for Products in the Licensed Territory, and all of its right, title and interest in and to the Aptose Data, Aptose Program Technology and Joint Technology that is solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is solely an improvement, enhancement or modification to such Licensed Compounds;
(d) Aptose shall assign to CG all of its right, title and interest in and to any and all Product Trademarks, including all goodwill therein;
(e) Aptose shall transfer the patent files for all CG Patents in the Licensed Territory to CG; and
(f) Aptose agrees to grant, and hereby grants, to CG, effective only upon termination of this Agreement, an exclusive, royalty-free, fully-paid license, with the right to grant sublicenses through multiple tiers, under all such Aptose Program Technology and Aptose’s interest in and to the Joint Technology, that is not solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is not solely an improvement, enhancement or modification to such Licensed Compounds, to develop, make, have made, use, import, export, offer for sale and sell Licensed Compounds and Products in the Field in the Licensed Territory and the Retained Territory.
