Termination by Takeda for Safety Reasons Sample Clauses

Termination by Takeda for Safety Reasons. Takeda shall have the right to terminate this entire Agreement at any time upon providing [***] prior written notice to Novavax (a) if senior executives responsible for Takeda’s pharmacovigilance and clinical science functions determine in good faith that the risk/benefit profile of the Vaccine is such that the Vaccine cannot continue to be Developed or administered to patients safely; or (b) upon the occurrence of serious adverse events related to the use of the Vaccine that causes Takeda to 94065460_6 reasonably conclude that the continued use of the Vaccine by patients will result in patients being exposed to a product in which the risks outweigh the benefits; provided Takeda shall consider in good faith any written request by Novavax to discontinue Development or administration of Vaccine due to similar reasons affecting the Novavax Territory that caused Novavax to stop the Development and administration of the Vaccine in the Novavax Territory (“Novavax Discontinuation Request”). During the [***] notice period, the Parties shall begin to wind-down their respective activities under the Agreement. Notwithstanding anything to the contrary in this Agreement, with respect to termination by Takeda pursuant this Section 13.4, Takeda shall be relieved from making any milestone payments to Novavax under ARTICLE 9 to the extent the milestone trigger event occurs after Takeda provides Novavax with a notice of termination hereunder.
Sample 1
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Termination by Takeda for Safety Reasons. Takeda shall have the right to terminate this Agreement, at any time after the Effective Date, with respect to a Product in the Territory at any time upon providing [***] prior written notice to MacroGenics: (a) if [***] of the Product is such that the Product [***]; or (b) [***] related to the use of the Product that [***]. Notwithstanding anything to the contrary in this Agreement, with respect to termination pursuant this Section 12.4, Takeda shall be relieved from making any milestone payments to MacroGenics under Article 8 regarding such Product to the extent a milestone trigger event occurs after Takeda provides MacroGenics with a notice of termination hereunder.
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Related to Termination by Takeda for Safety Reasons

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by the Employer for Cause The Executive’s employment under this Agreement may be terminated for Cause (as defined below) on the part of the Employer effective upon a vote of the Board of Directors, prior to which the Employer shall have given the Executive ten (10) days prior written notice and the opportunity to be heard on such matter at a meeting of the Board. Only the following shall constitute “Cause” for such termination:

  • Termination by the Employee for Good Reason The Employee may terminate this Agreement at any time upon the occurrence of any of the following events (each a "Good Reason"), if such occurrence takes place without the express written consent of the Employee:

  • Termination by the Company for Just Cause 7.2 The Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu of notice, for Just Cause.

  • Termination by the Employer The Employer may terminate the Employment Period (i) immediately upon the delivery of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to the Executive setting forth the facts that indicate that a determination has been made that the Executive has a Disability in accordance with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice of Termination by the Employer to the Executive setting forth the facts that indicate that an event constituting Cause (as defined in Section 4.03 of this Agreement) has occurred, or on such later date as may be set forth in such Notice of Termination; or (iii) at any time without Cause effective as of the 30th day following the delivery of a Notice of Termination by the Employer to the Executive, or on such later date as may be set forth in such Notice of Termination.

  • Termination by Employer for Cause Employer may terminate Employee’s employment hereunder for “Cause” upon notice to Employee. “Cause” for this purpose shall mean any of the following:

  • Termination by the Executive for Good Reason Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "

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