Right To Abandon. Nothing in this Section 3 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 3(a) hereof or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
Right To Abandon. Nothing in this Section 4 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 4(a) or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise. Any such determination not to file or to withdraw a registration statement shall not affect the obligations of the Company to pay or to reimburse all Registration Expenses pursuant to Section 6.
Right To Abandon. If the Party controlling the enforcement or defense of any Patent Right in accordance with this Section 9.3 decides to abandon such enforcement or defense of such Patent Right, it shall so notify the other Party and the other Party shall have the right to take over the enforcement or defense of such Patent Right at its own expense and discretion, in which case the original enforcing or defending Party shall assign all of its rights and interest in such enforcement or defense to the other Party and shall waive any right to recovery with respect thereto under Section 9.3(g). Either Party may avoid sharing the costs associated with any enforcement or defense of a Patent Right governed by this Section 9.3 by assigning all of its rights and interests therein to the other Party without further consideration. Costs incurred prior to such assignment shall be shared 70 (Alexion)/30 (XOMA) between the Parties (except as set forth in Section 9.2(b)).
Right To Abandon. Nothing in this Section 3 shall create any liability on the part of the REIT to the Holders if the REIT in its sole discretion shall decide not to file a registration statement previously proposed to be filed as described in Section 3(a) or to withdraw any such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the REIT of any notice hereunder or otherwise.
Right To Abandon. Nothing in this Section 2 shall create any liability on the part of the Company to the Investors if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 2(a) or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that an Investor may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
Right To Abandon. Notwithstanding the foregoing, AZ shall have the right to terminate the development of all Candidate Drug(s) that bind to and are directed against a Collaboration Antigen, including all Development Programs, at any time for any reason or no reason prior to the delivery of an Election Notice with respect to such Collaboration Antigen by giving express written notice thereof (a “Notice to Abandon”) to ABX. If, at any time prior to the delivery of an Election Notice for a Collaboration Antigen, ABX has a reasonable basis to believe that AZ has abandoned the development of all Candidate Drug(s) that bind to and are directed against such Collaboration Antigen, including all Development Programs, ABX shall so notify AZ pursuant to Section 4.12.2, whereupon the procedures in Section 4.12.2 shall apply. Upon receipt by ABX of the Notice to Abandon (a) such Collaboration Antigen shall be designated a Discontinued Antigen and Exhibit B shall be amended accordingly and (b) the applicable Development Program Work Plan(s) automatically shall be amended without further action by either Party to include only those activities of the Parties that are necessary to safely wind down the applicable Development Program(s). Unless the Parties otherwise expressly agree in writing, the Parties shall conduct and fund such activities in accordance with such Development Program Work Plan(s) and Program Budget(s), as amended. If ABX delivers an Exercise Notice to AZ with respect to such Discontinued Antigen within one (1) year after receipt of such Notice to Abandon, ABX shall have the right to purchase any quantities of Candidate Drugs controlled by AZ, at AZ’s fully burdened cost, that bind to and are directed against such Discontinued Antigen. If ABX fails to deliver such Exercise Notice, (a) ABX shall have no rights with respect to such Antigen under Sections 4.5.1(a)(i), 4.5.1(b), 4.5.1(c) and 4.5.1(d)(i) or such Candidate Drugs that bind to and are directed against such Antigen, and (b) AZ shall retain all such Antibodies (and any Antibody Cells and Genetic Materials with respect to such Antibodies), whereupon the license grant set forth in Section 4.3.1 shall continue in effect subject to Section 4.5.1(e), provided that (i) ABX shall have no further obligations with respect to the development, process development or manufacturing of such Candidate Drugs (other than work previously performed or obligations incurred under a Contract Services Agreement, Process Science/Clinical Ma...
Right To Abandon. Nothing in this Section 2 shall create any ---------------- liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 2(a) hereof or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Registrable Shares for public offering by the managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
Right To Abandon. Nothing in this Section 5.02 shall create any liability on the part of HLI to the Holders if HLI in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 5.02(a) or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by HLI of any notice hereunder or otherwise. 29
Right To Abandon. Nothing contained in this Section 4.01 shall ----------------- create any liability on the part of IHS or Holdings to any Management Stockholder (or any Permitted Transferee of such Management Stockholder) in the event that IHS, in its sole discretion, should decide to cause Holdings to refrain from filing any registration statement contemplated by Section 4.01(a) or to cause Holdings to withdraw any such registration statement subsequent to the filing of such registration statement with the Commission, regardless of any action whatsoever that such Management Stockholder (or such Permitted Transferee) may have taken, whether as a result of the issuance by Holdings of any notice contemplated by Section 4.01(a) or otherwise.
Right To Abandon. Nothing in this Section 5.02 shall create any liability on the part of IBC to the Holders if IBC in its sole discretion should decide not to file a Registration Statement proposed to be filed pursuant to Section 5.02(a) or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by IBC of any notice hereunder or otherwise.
