Termination by Biogen Idec Upon Certain M&A Events Sample Clauses

Termination by Biogen Idec Upon Certain M&A Events. If Biogen Idec terminates this Agreement under Section 14.4 during the Agreement Term, then (i) Biogen Idec shall continue to pay its share of all Development Costs for a period of [**] following the date of such termination, (ii) the licenses and rights granted to Biogen Idec under Section 3.1 hereof shall survive; (iii) the license and rights granted to AVEO under Section 3.2 shall survive; (iv) the rights and obligations of the Parties under Article III shall survive (other than Section 3.6(a) and the first four sentences of Section 3.6(b), which shall not survive); (v) AVEO’s obligations under Article VIII shall survive (including, without limitation, the obligation thereunder to make payment of royalties) provided that such royalty obligations shall be reduced by [**]; (vi) Biogen Idec’s obligations under Article VIII shall survive (including, without limitation, the obligation thereunder to make payment of royalties), provided that such royalty obligations shall be reduced by [**]; (vii) the rights and obligations of each Party under Article IX shall survive with respect to any intellectual property rights that are subject to surviving licenses granted by, or for the benefit of, such Party under this Agreement; and (viii) all rights and obligations of the Parties under this Agreement except for those contemplated by this Section 14.5(d), those set forth in Section 5.8 and 5.9, those set forth in Section 5.4 as they related to Development Costs incurred in connection with Section 5.8, and those contemplated below in Sections 14.6, 14.7, 14.8 and 14.9) shall terminate. For purposes of clarification, if Biogen Idec terminates this Agreement under Section 14.4 during the Agreement Term, then (a) each Party and its Affiliates and Sublicensees shall have the right to engage in Development and Manufacture of Licensed Product in the AVEO Territory and the Licensed Territory, and the JDC shall have no decision-making authority or oversight with respect to the Development or Manufacturing activities of the Parties, (b) AVEO and its Affiliates and Sublicensees shall have the right to Commercialize Licensed Product in the AVEO Territory but not the Licensed Territory and (c) Biogen Idec and its Affiliates and Sublicensees shall have the right to Commercialize Licensed Product in the Licensed Territory but not the AVEO Territory.
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Termination by Biogen Idec Upon Certain M&A Events. Without limiting any legal or equitable remedies that Biogen Idec may have, including under Section 13.1, in the event an M&A Event occurs involving AVEO (or any of its Affiliates) and a Person that, at the time of the consummation of such M&A Event, or at any time thereafter during the Agreement Term, directly or indirectly (including by any Affiliate), is Developing or Commercializing any Directly Competitive Product in the AVEO Territory or the Licensed Territory within the Field, then Biogen Idec shall have the right under this Section 14.4 to terminate this Agreement in
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Termination by Biogen Idec Upon Certain M&A Events. Without limiting any legal or equitable remedies that Biogen Idec may have, including under Section 13.1, in the event an M&A Event occurs involving AVEO (or any of its Affiliates) and a Person that, at the time of the consummation of such M&A Event, or at any time thereafter during the Agreement Term, directly or indirectly (including by any Affiliate), is Developing or Commercializing any Directly Competitive Product in the AVEO Territory or the Licensed Territory within the Field, then Biogen Idec shall have the right under this Section 14.4 to terminate this Agreement in its entirety by giving written notice of termination to AVEO and/or such Person. Such written notice of termination shall specify that it is being given by Biogen Idec pursuant to this Section 14.4 and must be given within [**] after the later of (i) the date of the consummation of the M&A Event and (ii) the date that AVEO and/or such Person sends written notice to Biogen Idec stating that the M&A Event has been consummated and that Biogen Idec may terminate this Agreement pursuant to this Section 14.4. Any termination of this Agreement pursuant to this Section 14.4 shall become effective on the date (the “Section 14.4 Termination Effective Date”) that is the later of (i) the effective date of termination specified in such written notice of termination given by Biogen Idec pursuant to this Section 14.4 or (ii) the last [**] of the [**] following the date in which such written notice of termination is given by Biogen Idec pursuant to this Section 14.4, if on or prior to such Section 14.4 Termination Effective Date such Person has not divested such Directly Competitive Product, terminated Development and Commercialization of such Directly Competitive Product or assigned this Agreement pursuant to Section 16.5 to a Third Party that is not itself Developing or Commercializing a Directly Competitive Product.
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Related to Termination by Biogen Idec Upon Certain M&A Events

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Events Upon Termination (a) If this Agreement is terminated, cancelled or ends for any reason, the Operator shall:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Action Upon Termination (a) From and after the effective date of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13 or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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