Termination for Cessation of Activities Sample Clauses

Termination for Cessation of Activities. Without prejudice to any other remedies available to it at law or in equity (including for any breach of the terms hereof), if Licensee does not initiate or conduct, or cause to be initiated or conducted, [***] Development or Commercialization activities with respect to any Licensed Compound (which Development or Commercialization activities must be consistent with the TAK-385 Development Plan or the Commercialization Plan with respect to TAK-385 Licensed Products) during any consecutive [***] month period, and such suspension of activity is not: (a) by written agreement of the Parties or (b) a result of Licensee’s reasonable response to guidance from or action by a Regulatory Authority or other Governmental Authority (such as a clinical hold, a Recall or withdrawal), then Takeda may terminate this Agreement with respect to the applicable Licensed Compound with [***] days’ written notice to Licensee, unless within such [***] day period Licensee provides to Takeda suitable documentation evidencing Licensee’s conduct of such [***] Development or Commercialization activities during the applicable [***] month period.
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Termination for Cessation of Activities. If at any time during the period commencing on the Effective Date, there is a consecutive twelve (12) month period during which Kiniksa (a) does not conduct any material Development or Commercialization activities for a Product in the Kiniksa Field in the Territory as demonstrated by written and senior management approved budgets and development plans as well as bona fide FTE allocations, or (b) has not granted rights (or an option to obtain rights) to a Third Party to Develop or Commercialize a Product pursuant to a written and executed agreement between Kiniksa and such Third Party (provided that grant of a non-exclusive license to a distributor to sell the Product shall not qualify pursuant to this clause (b)), and such suspension of activity set forth in clauses (a) and (b) is not (i) by written agreement of the Parties, (ii) a result of Kiniksa’s reasonable response to guidance from or action or inaction by a Regulatory Authority or other Governmental Authority (such as a clinical hold, a recall, or withdrawal), (iii) a direct result, in whole or in part, of any events outside of the reasonable control of Kiniksa, such as an event of Force Majeure, or any Third Party litigation relating to the Product, then Regeneron may terminate this Agreement with thirty (30) days’ written notice to Kiniksa, unless within such thirty (30) day period Kiniksa provides to Regeneron suitable documentation evidencing Kiniksa’s conduct of such material Development or Commercialization activities during the applicable twelve (12) month or that Kiniksa is in active and ongoing partnering or Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. licensing discussions with a Third Party to grant rights (or an option to obtain rights) to such Third Party to Develop and Commercialize such Product as demonstrated by at least one term sheet exchange between Kiniksa and such Third Party (the last exchange of which has occurred within seventy-five (75) days before the completion such twelve (12) month period). Upon Regeneron’s written request to Kiniksa, Kiniksa shall inform Regeneron promptly after receiving such request whether there has been any cessation of material Development or Commercialization activities for a Product in the Kiniksa Field in the Territory and length o...
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Termination for Cessation of Activities. Without prejudice to any other remedies available to it at law or in equity (including for any breach of the terms hereof), if ***, LMI may terminate this Agreement with respect to such country with *** written notice to GEHC, unless within such *** period GEHC provides to LMI evidence of GEHC’s conduct of any such material Development or Commercialization activities during the applicable time period. ***.
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Termination for Cessation of Activities. Without prejudice to any other remedies available to it at law or in equity (including for any breach of the terms hereof), if Licensee does not initiate or conduct, or cause to be initiated or conducted, [***] during any consecutive [***] month period, and such suspension of activity is not: (a) by written agreement of the Parties or (b) [***], then Takeda may terminate this Agreement with respect to the applicable Licensed Compound with [***] days’ written notice to Licensee, unless within such [***] day period Licensee provides to Takeda suitable documentation evidencing Licensee’s conduct of such [***] during the applicable [***] month period.
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Related to Termination for Cessation of Activities

  • Termination of Services If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date, or (ii) three months after such termination of services. Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

  • Termination of Relationship If Optionee terminates Continuous Status --------------------------- as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Termination for Force Majeure In the event of a force majeure that lasts longer than thirty (30) days from the date that a Party claiming relief due to the force majeure event gives notice to the other Party, the Party not claiming relief under the force majeure event may terminate this Agreement upon written notice to the other Party. For the avoidance of doubt, the COVID-19 pandemic does not constitute a force majeure event.

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "

  • Termination of Service Relationship If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

  • Termination of Serviced Duties At the time all of the applicable Seller’s obligations under any Serviced Appointment are terminated and/or of no further force and effect (the “Appointment Expiration Time”), including upon or following any (a) valid termination or removal of the applicable Seller from all Corporate Trust Capacities with respect to a Serviced Appointment, whether as a Succeeded Appointment or otherwise, or (b) with the prior consent of the applicable Purchaser, resignation by, assignment by or succession of the applicable Seller from all Corporate Trust Capacities with respect to a Serviced Appointment, whether as a Succeeded Appointment or otherwise, the Purchasers (i) shall have no further Serviced Duties under this Agreement in connection with such Appointments and (ii) shall not be responsible hereunder for any of the duties, obligations or liabilities related to such Appointments accruing or arising on or after the Appointment Expiration Time, or for any performance, duties or obligations related thereto arising prior to, but requiring performance after, the Appointment Expiration Time, in each case, without limiting the Purchasers’ obligations under the Purchase Agreement. The parties shall execute, or procure the execution of, such documents and instruments as may be reasonably necessary to give effect to this Section 3.7.

  • Termination of Relationship as a Service Provider If the Optionee ceases to be a Service Provider (other than for death or Disability), this Option may be exercised for a period of three (3) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that the Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Termination of Employment Relationship 3.1 The Executive’s employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate:

  • Termination of Service for Cause If your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights, payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with the Clawback Policy and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.

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