Termination by Celgene Pursuant to Section Sample Clauses

Termination by Celgene Pursuant to Section. 12.3 or 12.5. In the event of termination of this Agreement with respect to all or one or more Selected Targets by CELGENE pursuant to Section 12.3 or 12.5, the following shall apply:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Termination by Celgene Pursuant to Section. 11.3 or 11.4. In the event of termination of this Agreement with respect to any one or more Programs conducted hereunder or in its entirety by Celgene pursuant to Sections 11.3 or 11.4, notwithstanding anything contained in this Agreement to the contrary, upon the effective date of such termination: (a) subject to Sections 2.4.4, 11.5.2(c), 11.5.2(e) and 11.6, all rights and licenses granted herein to Vividion by Celgene with respect to any such terminated Programs and Program Compounds within such terminated Programs shall terminate; (b) subject to Sections 11.5.2(d) and 11.6, Vividion shall have no further obligations to Celgene under this Agreement with respect to any terminated Program; (c) all Development & Commercialization Agreements previously entered into by the Parties for Programs that have not been terminated shall continue in full force, in accordance with the terms and conditions of such Development & Commercialization Agreements, as applicable; (d) with respect to any terminated Program that is a Program for which Pre-Exercise Development has not been completed as of the effective date of termination, Vividion may provide Celgene with a Summary in its sole discretion or shall provide Celgene with a Summary following Celgene’s payment of the Summary Fee to Vividion for such Program as is reasonable under the circumstances, and Celgene shall have the right to exercise, within thirty (30) days after the Summary Verification Date, an Opt-In Right with respect to such Program to enter into a Development & Commercialization Agreement for such Program (subject to payment by Celgene of the applicable Opt-In Right fee set forth in Section 6.5); (e) subject to Section 2.4.4, each Party shall return or destroy all Confidential Information of the other Party with respect to any terminated Programs and Program Compounds within the terminated Programs being Developed, Manufactured or Commercialized under this Agreement, as required by ARTICLE VIII; and (f) Section 11.6 shall apply.
Sample 1Sample 2
Termination by Celgene Pursuant to Section. 8.3, 8.4, or 8.5. In the event this Celgene Lead Co-Co Agreement is terminated by Celgene pursuant to Section 8.3, 8.4, or 8.5, then (a) all rights and obligations of the Parties under this Celgene Lead Co-Co Agreement shall terminate, except (i) the licenses granted in Section 6.1.1, (ii) Celgene’s payment obligations (subject to clause (c) below) and the audit rights set forth in Article 6, and (iii) Section 8.9, shall, in each of cases (i) through (iii), survive such termination, (b) Jounce shall return any Confidential Information of Celgene pursuant to Article 8 of the Master Collaboration Agreement that is not necessary to practice any licenses retained by Jounce following such termination under this Celgene Lead Co-Co Agreement, another Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) all payments due to Jounce pursuant to Article 6 that accrue on or after the effective date of such termination shall be reduced by all costs and losses as finally awarded to Celgene and all reasonable and 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. documented expenses incurred by Celgene as a result of Jounce’s breach of this Celgene Lead Co-Co Agreement; unless such termination of this Celgene Lead Co-Co Agreement is pursuant to a breach of Section 2.7, 6.9 or 9.4, in which case Celgene shall have the right to take, as its exclusive remedy for such breach, one of the following three alternatives: (x) a reduction of all payments due to Jounce under this Celgene Lead Co-Co Agreement by [***], (y) the reductions in payments described in (c) above, or (z) seek and recover all damages and other remedies available under applicable Law.
Sample 1Sample 2
Termination by Celgene Pursuant to Section. 13.2 or 13.4. In the event this Agreement is terminated by Celgene pursuant to Section 13.2 or 13.4, upon the effective date of such termination: (a) except as set forth in this Section 13.5.2 or Section 13.8, all rights and licenses granted herein will terminate; (b) each Party will return or destroy all Confidential Information of the other Party as required by Article 10; and (c) notwithstanding the foregoing provisions of this Section 13.5.2, the licenses granted to Celgene hereunder will survive for [...***...] following the effective date of termination in order for Celgene (and its Affiliates, sublicensees and distributors), at Celgene’s discretion, during the [...***...] period immediately following the effective date of termination, to * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. (i) finish or otherwise wind-down any ongoing Clinical Trials with respect to any Licensed Compounds, Licensed Products or Licensed Diagnostic Products hereunder and (ii) finish and sell any work-in-progress and any Licensed Compounds, Licensed Products and Licensed Diagnostic Products remaining in inventory (subject to Celgene continuing to pay all Royalties and milestone payments due in connection with such sales); provided that, for clarity, Celgene will have no obligation to undertake such activities, in each case of (i) and (ii), as and to the extent determined by Celgene.
Sample 1
Termination by Celgene Pursuant to Section. 11.2 or 11.4. In the event of termination of this Agreement in its entirety or in part with respect to any one or more Programs by Celgene pursuant to Section 11.2 or 11.4, upon the effective date of such termination: (a) except as set forth in Section 11.8, all rights (including all unexercised Options granted to Celgene hereunder) and licenses granted herein with respect to all terminated Programs shall terminate; (b) any and all Collaboration Specific IP solely related to the terminated Programs shall thereafter no longer be deemed to be Collaboration Specific IP; and (c) each Party shall return or destroy all Confidential Information of the other Party with respect to the terminated Programs, as required by Article 8, except for any Xxxxxxx Xxxxx 0 Program Know-How from such terminated Program that is licensed to Prothena under Section 7.2.
Sample 1
Termination by Celgene Pursuant to Section. 9.3, 9.4 or 9.5. In the event this License Agreement is terminated by Celgene pursuant to Section 9.3, 9.4 or 9.5, then (a) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. subject to Section 9.10, all rights and obligations of the Parties under this License Agreement shall terminate, except (i) the licenses granted in Sections 6.1.1 and 6.1.2, (ii) Celgene’s payment obligations set forth in Article 5, and (iii) Section 9.10, shall, in each of cases (i) through (iii), survive such termination, (b) each Party shall return or destroy any Confidential Information of the other Party pursuant to Article 8 of the Master Collaboration Agreement that is not necessary to practice any licenses retained by either Party following such termination under this License Agreement, another Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) [***], unless such termination of this License Agreement is [***].
Sample 1
Termination by Celgene Pursuant to Section. 9.3, 9.4 or 9.5. In the event this License Agreement is terminated by Celgene pursuant to Section 9.3, 9.4 or 9.5, then (a) subject to Section 9.10, all rights and obligations of the Parties under this License Agreement shall terminate, except (i) the licenses granted in Sections 6.1.1 and 6.1.2, (ii) Celgene’s payment obligations set forth in Article 5, and (iii) Section 9.10, shall, in each of cases (i) through (iii), survive such termination, (b) each Party shall return or destroy any Confidential Information of the other Party pursuant to Article 8 of the Master Collaboration Agreement that is not necessary to practice any licenses retained by either Party following such termination under this License Agreement, another Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) [***], unless such termination of this License Agreement is [***].
Sample 1
AutoNDA by SimpleDocs
Termination by Celgene Pursuant to Section. 13.2 or 13.5. In the event CELGENE terminates this Agreement pursuant to Section 13.2 or 13.5, then: (a) All rights and obligations of the Parties under this Agreement shall terminate, except that the licenses granted under Sections 9.1.2 and 9.1.3 shall survive (provided that the licenses set forth in Section 9.1.3 shall survive on a non-exclusive basis), and 9.1.5, 9.1.6, 9.1.8, 9.5, 9.6, and 9.7 shall survive, CELGENE’s payment obligations (subject to this Section 13.6.3) and the audit rights set forth in Article 7 shall survive, and Section 13.8 shall survive. (b) The conduct of the activities of the Parties under the then-current Research Plan (and/or Pre-Development Plan, as applicable) shall terminate. (c) Each Party shall return or destroy (i) all Confidential Information of the other Party as required by Article 10 and (ii) all materials received from the other Party as required by Sections 2.7.2 and 2.7.3, as applicable, provided, however, that CELGENE shall not have any obligation to return or destroy Development Candidates Nominated by CELGENE prior to delivery of notice of termination pursuant to Section 13.2 or 13.5. (d) CELGENE shall be entitled, in its sole discretion, to seek and recover all Losses available to CELGENE under this Agreement and applicable Laws (at law or in equity) as a result of the breaches giving rise to the termination by CELGENE pursuant to Section 13.2; it being understood and agreed that, if CELGENE elects to avail itself of the remedy described in the immediately succeeding sentence and for so long as such remedy remains in effect (the “Liquidated Damages Alternative”), then such Liquidated Damages Alternative shall be CELGENE’s sole recourse for the identified breaches giving rise to the termination by CELGENE pursuant to Section 13.2. In the event termination of this Agreement pursuant to Section 13.2 by (i) materially adversely affects the actual and anticipated commercial prospects of CELGENE’s interests under this Agreement, (ii) such breach of Article 10 resulted from the willful misconduct of employees, consultants or agents of SUTRO, and (iii) SUTRO failed to adopt reasonable precautions that could have reasonably avoided such breach), then, in each case of clauses (i), (ii) and (iii) of this sentence, each of the payment obligations set forth in Article 7 shall be reduced by [*] percent ([*]%). The Parties understand and agree that the Liquidated Damages Alternative shall not be a penalty but shall constitu...
Sample 1

Related to Termination by Celgene Pursuant to Section

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2016-2) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2016-2) Notes.

  • Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Pursuant to Section 2271 002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this Solicitation. If Respondent refuses to make that certification, Respondent shall state here any facts that make it exempt from the boycott certification:

  • Amendment to Section 6 1. Section 6.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the earliest to occur of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement or (iii) December 31, 2004; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall forthwith be given to the other Investors and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

  • Amendment to Section 8 22. Section 8.22 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!