Termination by Roche without Cause Sample Clauses

Termination by Roche without Cause. Upon any termination by Roche without cause, the rights and licenses granted by lcagen to Roche under this Agreement shall terminate in their entirety or on a country-by-country and Product-by Product basis, as applicable, on the effective date of termination. ​ ​ ​ lf termination by Roche without cause takes place prior to the expiration of a Research Term, then Roche shall be obligated to fund FTEs through completion of the next research milestone set forth in such Research Plan; however, such funding obligation shall be limited to a maximum of [***] after the effective date of termination without cause with respect to the Research Plans for Target 2 and subsequent Targets. lf lcagen desires to continue development and/or commercialization of Product(s), lcagen shall give a Continuation Election Notice to Roche within [***] of receipt of Roche’s notice of termination without cause. ▇▇ ▇▇▇▇▇ receives such a timely Continuation Election Notice: a) After the effective date of termination Roche shall, to the extent Roche has the right to do so, transfer to lcagen all regulatory filings and approvals including any orphan drug status or break though designations, all final pre-clinical and clinical study reports and clinical study protocols, and all data, including clinical data, in Roche’s possession and control related to Product(s) in the country necessary for lcagen to continue to develop and commercialize the Product(s). All data shall be transferred in the form and format in which it is maintained by Roche. Copies of original papers shall be provided to lcagen unless original paper copies are legally required. Roche shall not be required to prepare or finalize any new data, reports or information solely for purposes of transfer to lcagen. b) Roche shall assign all clinical trial agreements, to the extent such agreements have not been cancelled and are assignable without Roche paying any consideration or commencing litigation in order to effect an assignment of any such agreement. c) lcagen shall, upon transfer, have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacture or sale of Product(s) in the country; (ii) Third Parties acting on behalf of lcagen, its Affiliates or licensees, to the extent reasonably necessary solely for the development, manufacture, or sale of Product(s) in the country, or (iii) Third Parti...

Termination by Roche without Cause. Roche shall have the right to terminate the Agreement in its entirety, or on a Work Stream-by-Work Stream basis, except for the ctDNA Work Stream, upon […***…] prior written notice, without cause. With regard to the CDx Development Program, Roche shall also have the right to terminate, without cause, the development of an Approved Marker and/or an Investigational Marker for inclusion in a CDx Assay, upon […***…] prior written notice; provided however that this right shall expire with respect to each Approved Marker for inclusion in a particular CDx Assay at such time as FMI has completed analytical validation for such Approved Marker. With regard to the Molecular Information Platform Program, Roche shall have the right to terminate without cause either or both of the Sample Profiling or Molecular Information Database Access activities individually.

Termination by Roche without Cause. Upon any termination by Roche without cause, the rights and licenses granted by SQZ to Roche under this Agreement shall terminate on the effective date of termination in their entirety or on an Antigen Product-by-Antigen Product, TCL Product, Licensed Product-by-Licensed Product or country-by-country basis, as applicable.

Termination by Roche without Cause. (a) Prior to the Commercial Launch of the First Licensed Product. Prior to the commercial launch of the first Licensed Product, Roche shall have the right to terminate this Agreement (i) ***, and/or (ii) ***, and/or (iii) ***, and/or (iv) ***. The effective date of termination shall be *** (***) days after the date Roche provides such written notice.

Termination by Roche without Cause. Roche may terminate without cause (a) immediately upon written notice where the Success Criteria have been met for either Part A or Part B1 of the Study Plan, commencing on the applicable Provision Date and ending [***] thereafter, or (b) upon ninety (90) days’ prior written notice to Synlogic.

Termination by Roche without Cause. At any time during the Term, Roche shall have the right to terminate this Agreement in its entirety, or on a country-by-country and Target Product-by-Target Product basis, at any time by providing [* * *] prior written notice to Stressgen identifying, as applicable, the Target Product and countries in which Roche intends to terminate this Agreement. The effective date of such termination shall be [* * *] after the date Roche provides such written notice; provided, however, that Roche shall have no obligation to pay any Development Event Payments pursuant to Section 3.3 that may be triggered by events occurring during such [* * *] period prior to the effective date of such termination, where such termination is of the Agreement in its entirety. In the event of such termination, Roche shall, however, continue to be obligated to during the termination notice period to perform all of its other obligations hereunder, including its obligation to pay all Development Costs or reimburse Stressgen for same.