Return of Rights. Notwithstanding the above,
(i) Novartis shall upon termination by Novartis pursuant to Article 10.3(a) or 10.3(d) or termination by Emisphere for unremedied material breach by Novartis pursuant to Article 10.5, promptly provide Emisphere, at Emisphere’s request with all Novartis data for the Development Plan Carriers or Commercial Carriers as is necessary for Emisphere to continue with Development and Commercialisation.
(ii) Emisphere shall upon early termination by Novartis for unremedied material breach by Emisphere pursuant to Article 10.5, promptly provide Novartis, at Novartis’ request with all Emisphere data for the Development Plan Carriers or Commercial Carriers as is necessary for Novartis to continue with Development and Commercialization. Effective upon termination for material breach as per this section, each Party shall, and it hereby does, grant to the other a non-exclusive, royalty-bearing license of *** with the right to sub-license under the granting Party’s interest in the Patent Rights, Know-how, Joint IP and Carrier Improvements to make, have made, use, sell, have sold, offer for sale or import Products.
Return of Rights. If Licensee fails to begin to develop specific plans for applications for particular Crops, uses or territories subject to this Addendum within three years of the Addendum Effective Date, Demegen may propose a specific plan for such and bring to Licensee a suitable party ready, willing and able to implement such plan. If Licensee does not reach an agreement with such party for the particular Crop(s) involved, or develop and initiate a suitable alternative plan for development internally or with another party, then Demegen may request that Licensee's rights to Licensed Patents and Demegen Technology in said area(s) be returned to Demegen so as to permit Demegen to pursue said plan. Licensee shall not unreasonably refuse to return said rights to Demegen, provided, however, that Licensee will retain a non exclusive license to Licensed Patents and Licensed Technology in said area(s) unless the parties negotiate otherwise. As long as Licensee is not in breach of any material term of this agreement, it will not be compelled under this Article IX to turn over to Demegen any of Licensee's rights in Joint Inventions without compensation. If the parties are unable to agree on the application of this provision with respect to a particular Crop application, or the terms of a license for such application, then the matter will be submitted to arbitration in accordance with the provisions of Paragraph J of Article XVIII of the Agreement.
Return of Rights. (a) In the event that, absent a determination by Novartis that is not commercially reasonable to do so and receipt of a notification to this effect pursuant to Section 6.2(c), Novartis decides permanently to not to seek Regulatory Approval for Products in a country in the Territory outside of the Key Countries or to not Commercialize Products (or not to continue to Commercialize Products) in any country in the Territory outside of the Key Countries, it will provide GW with written notice of such decision and the provisions of Section 6.4(d) shall apply with respect to that country.
(b) In the event that, with respect to any Key Country, Novartis has not:
(i) Submitted a Regulatory Filing for Marketing Approval of at least one Product in such Key Country within three (3) years of the Effective Date;
(ii) Submitted a Regulatory Filing for any applicable Pricing and/or Reimbursement Approval of a Product in such Key Country within three (3) months of receipt of Marketing Approval for the first Product in such Key Country;
(iii) Launched a Product in such Key Country within three (3) months of receipt of all Regulatory Approvals for the first Product in such Key Country, then, unless Novartis has reasonably determined that is not commercially reasonable to do so and provided notice to GW of such determination and its reasons therefor pursuant to Section 6.2(c), Novartis shall be deemed to have decided permanently not to seek Regulatory Approval for Products in such Key Country or to not Commercialize Products (or not to continue to Commercialize Products) in such Key Country, and the provisions of Section 6.4(d) shall apply with respect to that Key Country.
(c) In the event that, with respect to a Region, Novartis has not:
(i) Submitted a Regulatory Filing for Marketing Approval of at least one Product in at least one non-Key Country in that Region within three (3) years of the date on which it submitted a Regulatory Filing for Marketing Approval of at least one Product in at least one Key Country in that Region; or
(ii) Submitted a Regulatory Filing for Marketing Approval of at least one Product in at least one country in that Region within six (6) years of the Effective Date, Novartis shall be deemed to have decided permanently not to seek Regulatory Approval for Products in such Region, and the provisions of Section 6.4(d) shall apply with respect to the countries in such Region other than the Key Country(ies) in such Region where Novartis has submitted a R...
Return of Rights. In the event that a Triggering Event under the Rights Plan occurs during the Exercise Period but this Warrant is never exercised during the Exercise Period, then the Holder's Rights under the Rights Plan granted pursuant to Section 18.1 shall expire on the Expiration Date. In the event a portion, but less than all, of this Warrant is exercised during the Exercise Period, then the Holder's prorated share of the Rights corresponding to the unexercised portion of this Warrant shall so expire.
Return of Rights. Except as reasonably necessary for surviving rights or obligations under this Article 15, (i) all of PARI’s and Transave’s license rights under Articles 3.1 and 4 shall terminate, and (ii) each of Transave and PARI shall promptly return all Confidential Information then in possession in accordance with Section 11.4 of this Agreement.
Return of Rights. 2.1 BIOSANTE hereby returns its rights granted under the Agreement as part of the license (including without limitation rights to Develop, apply and receive Approval as applicant, Market, use and sell) to ANTARES with respect to:
(a) all rights to the Product Patch E2 (where estradiol is the sole active ingredient and where the patch is applied to the skin) for all countries of the Territory; and
(b) the rights to the Product Gel E2 (where estradiol is the sole active ingredient and where the gel is applied to the skin), for the countries Australia and Malaysia; and
(c) the rights to the Product Gel Testosterone (where testosterone is the sole active ingredient and where the gel is applied to the skin), for the countries Australia and Malaysia. All such rights returned to ANTARES as described in this Section 2.1 shall be collectively referred to hereinafter as the “Returned Rights”).
2.2 In order to give effect to the waiver and return of the Returned Rights, the parties agree to amend the Agreement as follows:
(a) the Product Patch E2 (where estradiol is the sole active ingredient and where the patch is applied to the skin) is deleted from the list of Products attached to the Agreement as Exhibit B, and all references to Patch E2 in the Agreement are deleted and eliminated without substitution; and
(b) the definition of the term “Territory” in Section 1.14 of the Agreement is deleted in its entirety and substituted by the following definition:
Return of Rights. In the event of termination of this Agreement by any party hereto as permitted pursuant to subparagraph (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of Section 8.1 hereof, the parties hereto agree that the rights of the parties hereto shall be returned to the same as prior to the entering into of this Agreement, despite one or more of the Restructuring Steps having been completed. For the avoidance of doubt, in the event of termination pursuant to subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of Section 8.1 prior to the Effective Date, the Consenting Noteholders shall retain their Notes and maintain any rights and remedies available to them under the Indenture, applicable Law or otherwise with respect to any Default (as defined in the Indenture) that may have occurred at any time prior to such an event and which Default has not been waived or otherwise cured.
Return of Rights. 8.1 All rights transferred under this Agreement shall revert to the Author at the end of the Agreement, including all rights to the title, provided the title originates from the Author. This also applies if the title was generated by the Publisher, unless it is based on the rights of third parties, is a series title or continues to be used for works based on the subject of the Agreement. Upon request, this also applies correspondingly to other industrial property rights (trademarks, utility models, design patents, patents), provided that no third-party rights conflict with this. The cost of transferring property rights shall be borne by the Author.
8.2 Insofar as other rights (copyrights, design patents, registered designs or utility models, patents), which are not based on the Work itself (e.g. illustrations, design of game pieces), have been created by the Publisher or third parties during the course of the implementation of the Work, these rights shall remain with the Publisher or their authors after termination – this also applies to all production documents and tools.
8.3 Following termination of the Agreement, the Publisher undertakes to refrain from producing or marketing (with the exception of the sales period) games with the Rules of the Game described in Appendix 1 or game rules created on this basis, or from granting such rights to third parties.
Return of Rights. In the event of termination of this Agreement by any party hereto pursuant to subparagraph (a), (b), (c) or (d) of Section 2.1 hereof, and unless each of the Company, JPMorgan, Telia, the WP Entities and the Committee otherwise agree following consultation among such parties (such consultation not to exceed five Business Days following the date of termination of this Agreement), the parties hereto agree that the rights of the parties hereto shall be returned following such five-Business Day consultation period to the same as prior to the entering into of this Agreement, despite one or more of the Restructuring Steps having been completed. For the avoidance of doubt, in the event of termination pursuant to subparagraphs (a), (b), (c) or (d) of Section 2.1, (i) the Consenting Noteholders shall maintain any rights and remedies available to them under the Indentures, applicable Law or otherwise with respect to any Default (as defined in the Indentures) that may have occurred at any time prior to such an event and which Default has not been waived or otherwise cured; and (ii) JPMorgan shall maintain any rights and remedies available to it under the JPMorgan Swaps, applicable law or otherwise.
Return of Rights. If PAC elects, pursuant to this Section 13.4, to return the rights to the Product to PEM:
(i) Winding-Down of Development Activities. In the event there are any on-going forest carbon projects to create Product in the Field in the Territory:
(A) The Parties shall work together in good faith to adopt, and PAC shall have the final decision-making authority with respect to, a plan to wind-down the Development activities in an orderly fashion, with due to any projects that are participants in forest carbon projects to create Product and take any actions it deems reasonably necessary or appropriate to avoid continuance problems and in compliance with all Applicable Laws. PAC shall provide to PEM (or its designee) all information reasonably necessary to allow PEM to make reports to landowners and comply with Applicable Law. The wind-down plan shall further clarify the Parties’ respective financial obligations as to allocation of any rebates or chargebacks accrued with respect to Product sold or dispensed during the Wind-down Period (provided, however, that PAC shall remain solely liable for such payments as may be accrued, but not yet paid, as of the effective date of termination of this Agreement); and
(B) All costs and expenses incurred from the effective date of the termination in winding-down the Development activities with respect to the applicable Product and otherwise carrying out the plan described in Section 13.4(a)(i)(A) shall be borne solely by PEM unless the Parties agree otherwise in writing.
