Return of Material; Termination of Rights Sample Clauses

Return of Material; Termination of Rights. (a) In the event of termination of this Agreement by CombinatoRx with respect to a particular Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product, then, with respect to such Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product: (i) all rights and licenses granted to Fovea under this Agreement shall terminate, (ii) all rights and licenses granted to CombinatoRx shall survive, (iii) Fovea shall return all Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information; and (iv) Fovea shall assign to CombinatoRx all Intellectual Property and all Fovea Generated Data. (b) In the event of termination of this Agreement by Fovea with respect to the Collaboration Combination or a Licensed Combination, then, with respect to such Collaboration Combination or Licensed Combination: (i) all rights and licenses granted to CombinatoRx under this Agreement shall terminate; provided that, Fovea shall assume all sublicenses of rights granted to CombinatoRx hereunder, which sublicenses have been granted by CombinatoRx prior to such termination, in accordance with the terms of any such sublicenses, (ii) all rights and licenses granted to Fovea, and Fovea’s obligations under Sections 5.2 and 5.3, shall survive, and (iii) CombinatoRx shall assign to Fovea its right, title and interest in all Fovea Collaboration Combination IP in Europe related to the Collaboration Combination; provided that, Fovea shall assume all licenses to such Fovea Collaboration Combination IP granted by CombinatoRx prior to such assignment in accordance with the terms of any such licenses. Fovea shall not be obligated to return any Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information.
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Return of Material; Termination of Rights. Upon expiration of this Agreement pursuant to Section 17.1 or upon termination of this Agreement in its entirety or with respect to one or more countries by either Party pursuant to this Article 17 or Section 18.4 each Party, at the request of the other Party, shall return, or at the election of the other Party, destroy, and thereafter provide the other Party written certification evidencing such destruction, all data, files, records and other materials in its or its Affiliates or, with respect to Neoprobe, Sublicensees, possession or control containing or comprising such other Party’s Information or other Confidential Information and, in each case, to which the returning Party does not retain rights hereunder (except one copy of which may be retained by the returning Party’s General Counsel solely for archival purposes). All rights and licences granted to Neoprobe under this Agreement shall terminate and revert to AstraZeneca, provided that if this Agreement is only terminated with respect to one or more countries, only the rights and licenses with respect to such country or countries shall terminate and revert to AstraZeneca.
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Return of Material; Termination of Rights. (a) In the event of termination of this Agreement in its entirety by AstraZeneca pursuant to Section 21.3, 21.4 or 21.6, or by Avanir pursuant to Section 21.5: (i) all rights and licences granted to AstraZeneca under this Agreement shall terminate, and (ii) each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party's Information, or other Confidential Information to which such first Party does not retain rights hereunder (except one copy of which may be retained by the returning Party solely for archival purposes). (b) In the event of termination of this Agreement with respect to one or more countries by AstraZeneca pursuant to Section 21.3, 21.4 or 21.6, or by Avanir pursuant to Section 21.5: (i) all rights and licences granted to AstraZeneca under this Agreement shall terminate with respect to such country or countries, and (ii) each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party's Information or other Confidential Information with respect to such country or countries to which such first Party does not retain rights hereunder (except one copy of which may be retained by the returning Party solely for archival purposes). For the avoidance of doubt, AstraZeneca shall have the right to retain all such Information, including Confidential Information, that is necessary or useful for AstraZeneca to Exploit Licensed Products and Improvements in the Territory. (c) In the event of termination of this Agreement in its entirety or for one or more countries by AstraZeneca pursuant to Section 21.5 or 21.9, Avanir shall deliver or otherwise return all data, files, records and other materials in its possession or control relating to the Licensed Compounds and Licensed Product or containing or comprising AstraZeneca's Information or other Confidential Information with respect to such country or countries CONFIDENTIAL TREATMENT REQUESTED regarding which the Agreement has been terminated (except one copy of which may be retained by Avanir solely for archival purposes) and, without prejudice to any licence or right granted hereunder for any country regarding which this Agreement remains in force, all licences and other rights granted by Avanir to AstraZeneca under Article 3 shall continue in perpetuity and shall be fully paid up and AstraZeneca shall have no further obligations under Articles 9 and 10.
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Return of Material; Termination of Rights. (i) Upon termination of this Agreement by ZYCOS pursuant to Section 8.3 or Cohesion pursuant to Section 8.2 or 8.4, each party, at the request of the other, shall return all data, files, records and other materials in its possession or control relating to the Method, the Hydrogels, or the Products, as applicable, and containing or comprising the other party's Information and Inventions or other Confidential Information (including the ZYCOS Information, as applicable), to which the returning party does not retain rights hereunder. In the event of termination by ZYCOS pursuant to Section 8.3, all licenses and other rights granted by Cohesion under Article III shall terminate. In the event of termination by Cohesion pursuant to Section 8.2 or 8.4, all such licenses and rights, and all related payment obligations of ZYCOS pursuant to Article IV, shall survive such termination in accordance with their terms. (ii) Upon termination of this Agreement by ZYCOS pursuant to Section 8.2 or 8.4, (A) Cohesion shall return all data, files, records and other materials in its possession or control containing or comprising ZYCOS's Information and Inventions or other Confidential Information (including the ZYCOS Information, as applicable); and (B) all licenses and other rights granted by Cohesion under Article III, and all related payment obligations of ZYCOS pursuant to Article IV, shall survive such termination in accordance with their terms.
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Return of Material; Termination of Rights. In the event of termination of this Agreement in its entirety by AstraZeneca pursuant to Section 20.3, 20.4 or 20.6, or by Palatin in the event of a material breach by AstraZeneca pursuant to Section 20.5: (i) all rights and licenses granted to AstraZeneca under this Agreement shall terminate, (ii) each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Information, or other Confidential Information to which such first Party does not retain rights hereunder (except one copy of which may be retained by the returning Party solely for archival purposes), and (iii) AstraZeneca shall continue to pay to Palatin the royalties and milestones set forth in Sections 10 and 11 in respect of any products based on or utilizing Collaboration Compounds, Collaboration Patents or Collaboration Results.
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Return of Material; Termination of Rights. Except as set forth in Section 2(b) below, all rights and licenses granted by one Party to the other Party, and all obligations of one Party to the other Party, under the Research and License Agreement shall terminate, and each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Information, or other Confidential Information (each as defined in the Research and License Agreement) to which such first Party does not retain rights under the Research and License Agreement or this Agreement (except one copy of which may be retained by the returning Party solely for archival purposes). For the avoidance of doubt, Section 15.9 of the Research and License Agreement shall be of no further force or effect.
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Related to Return of Material; Termination of Rights

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. C. USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.15 are not fulfilled, and shall extend to either the expiration of the last to expire of the Licensed Patent Rights or twenty (20) years, whichever is longer, unless sooner terminated as provided in this Article 13. 13.2 In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 13.5, and if the default has not been remedied within ninety (90) days after the date of notice in writing of the default, IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act. 13.3 In the event that the Licensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, the Licensee shall immediately notify IC in writing. 13.4 The Licensee shall have a unilateral right to terminate this Agreement in any country or territory by giving IC sixty (60) days written notice to that effect. 13.5 IC shall specifically have the right to terminate or modify, at its option, this Agreement, if IC determines that the Licensee: (a) is not executing the WHO C-TAP Development Plan submitted with its request for a license and the Licensee cannot otherwise demonstrate to IC’s satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; (c) has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this Agreement; (d) has committed a material breach of a covenant or agreement contained in this (e) is not keeping Licensed Products or Licensed Processes reasonably available to the public after commercial use commences; (f) cannot reasonably satisfy unmet health and safety needs; or (g) cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2, unless waived; or (h) has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement. 13.6 In making the determination referenced in Paragraph 13.5, IC shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by the Licensee under Paragraph 9.2. Prior to invoking termination or modification of this Agreement under Paragraph 13.5, IC shall give written notice to the Licensee providing the Licensee specific notice of, and a ninety (90) day opportunity to respond to, IC’s concerns as to the items referenced in 13.5(a)-13.5(h). If the Licensee fails to alleviate IC’s concerns as to the items referenced in 13.5(a)-13.5(h) or fails to initiate corrective action to IC’s satisfaction, IC may terminate this Agreement. 13.7 IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate or modify this Agreement if it is determined that the action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee. 13.8 Within thirty (30) days of receipt of written notice of IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official. The decision of the designated official shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be available. 13.9 Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by the Licensee. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expense, due to IC shall become immediately due and payable upon termination or expiration. Unless otherwise specifically provided for under this Agreement, upon termination of this Agreement, the Licensee shall return all Licensed Products or other materials included within the Licensed Patent Rights to IC or provide IC with written certification of the destruction thereof. The Licensee may not be granted additional IC licenses if the final reporting requirement is not fulfilled.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

  • Termination of Use These terms and Your access to Our Website may be terminated by Us (at Our sole discretion) at any time without notice or any requirement to give You a reason why. In the event of termination under this clause We shall have no liability to You whatsoever (including for any consequential or direct loss You may suffer).

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

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