Termination by Alnylam Sample Clauses

Termination by Alnylam. Without limiting any other legal or equitable remedies that Alnylam may have, if Alnylam terminates this Agreement in accordance with Section 11.2(b) or 11.2(c), then (i) Cubist’s obligations under Section [**] shall survive for a period of [**] after the effective date of termination, (ii) Cubist shall, for a period of [**] following the date of notice of termination, continue to pay [**] percent ([**]%) of [**] and provided that the [**] by Cubist under this clause shall not exceed (A) [**] Dollars ($[**]) if Alnylam terminated this Agreement after the First Opt-Out Milestone and prior to the Second Opt-Out Milestone and (B) [**] Dollars ($[**]) if Alnylam terminated this Agreement after the Second Opt-Out Milestone; (iii) the licenses granted to Alnylam in Section 3.2 shall survive and any restrictions on sublicensing shall no longer apply, (iv) Cubist shall as promptly as practicable transfer to Alnylam or Alnylam’s designee (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) relating to the Development, Manufacture or Commercialization of Licensed Product and all Cubist Trademarks then being used in connection with Licensed Product, other than Cubist’s corporate trademarks (B) copies of all data, reports, records and materials, Commercialization Plans, marketing plans, Promotional Materials, and other sales and marketing related information in Cubist’s possession or Control to the extent that such data, reports, records, materials or other information relate to the Development, Manufacture or Commercialization of Licensed Product, including all non-clinical and clinical data relating to Licensed Product, and customer lists and customer contact information and all Safety Data and other adverse event data in Cubist’s possession or Control; provided that (I) Cubist shall not be required by this provision to provide any confidential information to Alnylam and (II) Cubist shall use Diligent Efforts to obtain for Alnylam the right to access all such data, reports, records, materials, and other sales and marketing related information, and (C) all records and materials in Cubist’s possession or Control containing Confidential Information of Alnylam, (v) if requested by Alnylam, appoint Alnylam as Cubist’s or Cubist’s Related Parties’ agent for all Licensed Product-related matters involving Regulatory Authorities in t...
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Termination by Alnylam. Alnylam may terminate this Agreement with or without cause upon thirty (30) days advance written notification to CSHL.
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Termination by Alnylam. Alnylam will have the right, in its sole discretion, to terminate (a) any SOW subject to Section 4.10, upon thirty (30) days prior written notice to Manufacturer, or (b) this Agreement in the event of a Change of Control and for a period of one (1) year after the effective date of such Change of Control, upon fifteen (15) months prior written notice to Manufacturer, or (c) any impacted SOW immediately upon written notice if Manufacturer fails to obtain or maintain any material governmental licenses or approvals required in connection with the Services.
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Termination by Alnylam. Alnylam may terminate this Agreement by giving Stanford notice in writing at least thirty days in advance of the effective date of termination selected by Alnylam.
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Termination by Alnylam. Alnylam may terminate this Agreement immediately at any time upon written notice to Consultant in the event of a breach of this Agreement by Consultant which cannot be cured (e.g. breach of the confidentiality obligation).
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Termination by Alnylam. Alnylam will have the right, in its sole discretion, to terminate this Agreement or any Purchase Order, subject to Section 5.3(b), (a) upon sixty (60) days’ prior written notice to Manufacturer if (i) Manufacturer is or will be unable to perform the Services in accordance with the agreed upon timeframe and/or fees and expenses set forth in the applicable Purchase Order; (ii) Manufacturer fails to obtain or maintain any material governmental licenses or approvals required in connection with the Services, or (iii) if Manufacturer materially breaches the terms of the [***]; provided, however, that Manufacturer will have an opportunity to (y) cure the any of the foregoing [***], or (z) provide Alnylam with a plan to remedy the foregoing within the [***], and if so cured, no CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. termination will be deemed to have occurred as long as Manufacturer diligently pursues the plan to remedy the breach and completes such plan in accordance with the time frame mutually agreed to by the Parties; or (b) upon thirty (30) days’ prior written notice to Manufacturer if Alnylam determines, in its reasonable judgment and supported by written documentation provided to Manufacturer, that the Product is not commercially viable.
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Termination by Alnylam. Without limiting any other legal or equitable remedies that Alnylam may have, if Biogen Idec is the Breaching Party and Alnylam terminates this Agreement in accordance with Section 8.2.1(a), then
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Related to Termination by Alnylam

  • Termination by Agreement both parties may agree to terminate this Agreement;

  • Termination by Xxxxxx Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Licensee 10.1 Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 18. (Notices) and termination of this Agreement will be effective sixty (60) days after the effective date thereof.

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances:

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

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