Termination by Gilead Sample Clauses

Termination by Gilead. This Agreement may be terminated by Gilead: (a) upon a material breach of this Agreement by Eyetech if Eyetech fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (b) upon the events giving rise to a right of termination pursuant to Section 14.1.
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination by Gilead. Notwithstanding anything contained in this Agreement to the contrary, Gilead shall have the right to terminate this Agreement at any time in its sole discretion and for any reason after the end of the Research Program Term by giving ninety (90) days’ advance written notice to Genelabs. Not later than thirty (30) days after the date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain one sfc 0-000000-0 l.doc 40 Confidential copy in its confidential files for records purposes, provided that the Parties may retain and use Information to the extent necessary to exercise their rights set forth below in this Section. In the event of termination under this Section 9.2: (a) each Party shall pay all amounts then due and owing to the other Party as of the termination date; (b) the licenses granted under Section 3.1(a) and (b) shall immediately terminate; (c) Gilead shall provide Genelabs with a copy of all Pre-Clinical and clinical data and all regulatory documentation pertaining to Collaboration Compounds and Collaboration Compound Products, shall assign any filings for Regulatory Approval for Collaboration Compounds and Collaboration Compound Products to Genelabs or its designee, and shall permit and reasonably assist Genelabs or its designee to utilize such data, documents and regulatory filings to obtain Regulatory Approval for such Collaboration Compounds and Collaboration Compound Products; (d) Gilead shall return any amounts of Collaboration Compounds and Collaboration Compound Products provided to it by Genelabs (except such samples as it is legally required to retain) and shall sell such amounts of additional Collaboration Compounds and Collaboration Compound Products in its possession as Genelabs may request at Gilead’s out- of-pocket cost therefor; (e) except as set forth in this Section 9.2 and in Section 9.4, and for the licenses granted in Section 3.1(c), the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.
Sample 1
Termination by Gilead. If Gilead terminates this Agreement under Section 9.3.1(a) or 9.3.1(b): (i) each Party shall pay all amounts then due and owing as of the termination date; (ii) the license granted under Section 3.1(b) shall immediately terminate; ** CONFIDENTIAL TREATMENT REQUESTED (iii) the licenses granted under Section 3.1(a) shall survive with respect to any Selected Compounds selected by Gilead in accordance with Section 3.2 ("Selection of Collaboration Compounds for Development"); provided that, if Gilead has not yet selected [**] Collaboration Compounds thereunder, it may select additional Collaboration Compounds to bring the total of Selected Compounds to [**] by written notice to Genelabs within thirty (30) days after such termination specifying the Collaboration Compounds so selected; provided further that Gilead agrees in such written notice to remain bound by the Sections set forth in Section 9.4(c); (iv) Gilead's right to make a claim against Genelabs for such damages shall not be affected, subject to Section 11.6 ("Dispute Resolution") hereof; and (v) except as set forth in this Section 9.3.2(a) and in Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.
Sample 1
Termination by Gilead. Gilead shall have, [ ]*, the right to terminate this Agreement [ ]* upon [ ]* written notice to Cubist. If Gilead terminates this Agreement [ ]* Licensed Product pursuant to this Section 14.2, (i) Gilead shall provide Cubist with all reasonable assistance during the [ ]* notice period to effect the transfer of all regulatory activities, regulatory filings and Regulatory Approvals in the Gilead Territory for Licensed Product(s) as to which such termination is effective to Cubist, (ii) Cubist shall promptly wind down its efforts under any Proposed Modification to a protocol for a clinical trial being conducted by Cubist for such Licensed Product(s) pursuant to Section 3.4 that the Steering Committee approves, to the extent reasonably practicable without adversely affecting the value of the data to be obtained from such clinical trial to Cubist or compromising patient safety, and *CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION. 50
Sample 1
Termination by Gilead. Gilead shall have the right to terminate this Agreement in its entirety upon [***] prior written notice to Durect.
Sample 1
Termination by Gilead. Gilead shall have, [*], the right to terminate this Agreement [*] upon [*] written notice to Cubist. If Gilead terminates this Agreement [*] Licensed Product pursuant to this Section 14.2, (i) Gilead shall provide Cubist with all reasonable assistance during the [*] notice period to effect the transfer of all regulatory activities, regulatory filings and Regulatory Approvals in the Gilead Territory for Licensed Product(s) as to which such termination is effective to Cubist, (ii) Cubist shall promptly wind down its efforts under any Proposed Modification to a protocol for a clinical trial being conducted by Cubist for such Licensed Product(s) pursuant to Section 3.4 that the Steering Committee approves, to the extent reasonably practicable without adversely affecting the value of the data to be obtained from such clinical trial to Cubist or compromising patient safety, and (iii) Gilead shall wind down its efforts to develop and commercialize such Licensed Product(s) in the Gilead Territory. Gilead shall continue to [*] pursuant to its [*] as to which this Agreement is terminated that is ongoing as of the date upon which Gilead provides a termination notice for such Licensed Product(s) pursuant to this Section 14.2, but Gilead shall not be responsible for [*] with respect to the Licensed Product(s) that are the subject of such trial. The Steering Committee shall oversee any such wind down efforts. Additionally, after termination of this Agreement pursuant to this Section 14.2, [*] with respect to which this Agreement is terminated prior to the effective date of such termination, but not for [*].
Sample 1
Termination by Gilead. Gilead may terminate this Agreement in its entirety (a) [**], or (b) (i) prior to the first First Commercial Sale, upon [**] prior written notice to Xxxxx, and (ii) from and after the first First Commercial Sale, upon [**] prior written notice to Xxxxx, in each case ((i) and (ii)), for any or no reason. ​
Sample 1
AutoNDA by SimpleDocs
Termination by Gilead 
Sample 1Sample 2

Related to Termination by Gilead

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

  • 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: a. without cost or penalty for any reason within ten (10) days after a copy of this Contract, signed by you as a written agreement or acknowledged online over the internet, is received by us; b. without cost or penalty within ten (10) days after you receive a copy of this Contract, if you entered into this Contract during a Recorded Call; c. without penalty within sixty (60) days after the date you receive your first bill from us if this Contract was entered into during a Recorded Call, provided that you will still be required to pay for any Energy consumed while under this Contract with us; d. without cost or penalty if another marketing contract presently exists for the supply of Energy to your Site (except where the existing marketing contract is to expire on or before the start of this Contract); or e. without penalty within one (1) year from the date this Contract is entered into if we (i) do not set out in this Contract a specified or ascertainable date on which the supply of Energy services is to begin; (ii) do not begin the supply of Energy within thirty (30) days of the specified or ascertainable start date on which the supply of Energy is to being (unless you expressly authorize the late start); or (iii) were not properly licensed by the Government of Alberta when we entered into this Contract, provided that you will still be required to pay for any Energy consumed while under this Contract with us. Notwithstanding the above, you may otherwise terminate this Contract without penalty for any other reason at any time on thirty (30) days notice. To provide notice of termination to XOOM Energy Canada, ULC, please use one of the following addresses: Address: 00000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 Email: xxxxxxxxxxxx@xxxxxxxxxx.xx Fax: 000-000-0000 Please read the entirety of this Section 4 to understand the terms and conditions with respect to termination.

  • Termination by Xxxxx Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by CAISO Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1) Perform the services within the time specified in this contract or by Owner approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner.

  • Termination by City City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Consultant. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement consultant and similar expenses, exceeds the Budget.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.

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