Termination by Celgene Pursuant to Section 10 Sample Clauses

Termination by Celgene Pursuant to Section 10. 2 or 10.4. In the event this Agreement is terminated by Celgene pursuant to Section 10.2 or 10.4, upon the effective date of such termination:
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Termination by Celgene Pursuant to Section 10. 2, or by OncoMed Pursuant to Section 10.3, 10.4 or 10.5. In the event this License Agreement is terminated by Celgene pursuant to Section 10.2 or by OncoMed pursuant to Section 10.3, 10.4 or 10.5, then notwithstanding anything contained in this License Agreement to the contrary, upon the effective date of such termination:
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Termination by Celgene Pursuant to Section 10. 3 or 10.5. In the event this License Agreement is terminated by Celgene pursuant to Section 10.3 or 10.5, then (a) all rights and obligations of the Parties under this License Agreement shall terminate, except (i) the licenses granted in Section 7.1.1, 7.1.7, 7.1.8 and 7.1.9, (ii) Celgene’s payment obligations and the audit rights set forth in Article 6, and (iii) Section 10.9, shall, in each of cases (i) through (iii), survive such termination, (b) OncoMed 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 OncoMed following such termination under this License Agreement, another Development & Commercialization Agreement, the [***]SM Agreement or the Master Collaboration Agreement, and (c) [***], unless such termination of this License Agreement is [***].
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Termination by Celgene Pursuant to Section 10. 2, or by OncoMed Pursuant to Section 10.3, 10.4 or 10.5. In the event this Co-Co Agreement is terminated by Celgene pursuant to Section 10.2 or by OncoMed pursuant to Section 10.3, 10.4 or 10.5, then notwithstanding anything contained in this Co-Co Agreement to the contrary, upon the effective date of such termination:
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Termination by Celgene Pursuant to Section 10. 2, or by OncoMed Pursuant to Section 10.3, 10.4 or 10.5. In the event this [***]SM Agreement is terminated by Celgene pursuant to Section 10.2 or by OncoMed pursuant to Section 10.3, 10.4 or 10.5, then notwithstanding anything contained in this [***]SM Agreement to the contrary, upon the effective date of such termination:
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Termination by Celgene Pursuant to Section 10. 3.1. In the event this [***]SM Agreement is terminated by Celgene pursuant to Section 10.3.1, then (a) all rights and obligations of the Parties under this [***]SM Agreement shall terminate, except (i) the licenses granted in Sections 7.1.1(a) 7.1.2, 7.1.7 and 7.1.8, (ii) Celgene’s payment obligations and the audit rights set forth in Article 6, and (iii) Section 10.8, shall in each of cases (i) through (iii), survive such termination, (b) OncoMed 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 OncoMed following such termination under this [***]SM Agreement, a Development & Commercialization Agreement or the Master Collaboration Agreement, and (c) [***], unless such termination of this [***]SM Agreement is [***].
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Termination by Celgene Pursuant to Section 10. 5. In the event this [***]SM Agreement is terminated by Celgene pursuant to Section 10.5, then (a) all rights and obligations of the Parties under this [***]SM Agreement shall terminate, except (i) the licenses granted in Sections 7.1.1(a), 7.1.2, 7.1.7 and 7.1.8 (ii) Celgene’s payment obligations and the audit rights set forth in Article 6, and (iii) Section 10.8, shall each survive such termination, and (b) OncoMed shall return any Confidential Information of Celgene in accordance with Article 8 of the Master Collaboration Agreement that is not necessary to practice any licenses retained by OncoMed following such termination under this [***]SM Agreement, a Development & Commercialization Agreement or the Master Collaboration Agreement. For clarity, Celgene’s payment obligations to OncoMed set forth in Article 6 shall remain unchanged by such termination.
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Related to Termination by Celgene Pursuant to Section 10

  • Termination by Agreement In the event Practice and Business ------------------------ Manager shall mutually agree in writing, this Management Services Agreement may be terminated on the date specified in such written agreement.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, 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:

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Procedure Upon Termination of Trust (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment.

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • 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:

  • Termination by Company The Company will have the following rights to terminate this Agreement:

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