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 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 6 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 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:

  • 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 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.

  • 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 is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.

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