Termination for Technical Failure Sample Clauses

Termination for Technical Failure. In the event Dermavant reasonably and in good faith believes a Technical Failure has occurred, it shall provide to NovaQuest [***] notice of the same setting forth the details and evidence of the purported Technical Failure (“Technical Failure Notice”). Promptly following the delivery of a Technical Failure Notice, the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Parties (including, at a minimum, each Party’s Senior Officer and Primary Contact) will meet in person to review and discuss the purported Technical Failure and the possible termination of the Program, and Dermavant will reasonably consider NovaQuest’s feedback with respect to the Technical Failure. Dermavant will keep NovaQuest informed of any material decision-making process regarding such termination. In the event that Dermavant decides, after reasonably considering NovaQuest’s feedback, to terminate the Program for Technical Failure, Dermavant shall promptly deliver written notice of the same to NovaQuest (the “Termination Notice”). Dermavant shall not delay delivery of a Termination Notice so as to reduce the amount of any Technical Failure Termination Payment payable pursuant to Section 3.2(c)(ii) (Effect of Program Termination).
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Termination for Technical Failure. In the event that Sanofi wishes to terminate this Agreement due to a patient safety or other scientific reason (not for commercial reasons or otherwise caused by Sanofi) that makes the Licensed Product unreasonable to Develop or Commercialize in the Sanofi Field or the KaloBios Field (as the case may be at the time) using Commercially Reasonable Efforts, then Sanofi may terminate this Agreement on [***] written notice to KaloBios, and the consequences of termination set out in Section 13.4 shall apply, except that (a) the period during which Sanofi shall be required to provide an interim supply of Licensed Products under 13.4(f) shall be [***] and (b) the period for assistance under 13.4(g) shall be [***].
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Termination for Technical Failure. At any time during the Term, Pyxis may terminate the Agreement for Technical Failure, [***].
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Termination for Technical Failure. Schering shall have the right to terminate this Agreement in its entirety effective upon written notice to Novacea in the event that Schering reasonably determines that there has been a Technical Failure, which, for purposes of this Agreement shall mean:
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Termination for Technical Failure. Vertex may terminate this Agreement at any time in Vertex’s sole discretion, upon not less than thirty (30) days’ prior written notice to Alios, in its entirety, if both Lead Compounds experience a Technical Failure and Vertex does not choose to go forward with a Selected Back-up Compound (or if Vertex elects to go forward with a Selected Back-up Compound for either Lead Compound and both Lead Compounds have experienced a Technical Failure, the Selected Back-up Compound later experiences a Technical Failure).
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Termination for Technical Failure. In the event Dermavant reasonably and in good faith believes a Technical Failure has occurred, it shall provide to NovaQuest [***] notice of the same setting forth the details and evidence of the purported Technical Failure (“Technical Failure Notice”). Promptly following the delivery of a Technical Failure Notice, the Parties (including, at a minimum, each Party’s Senior Officer and Primary Contact) will meet in person to review and discuss the purported Technical Failure and the possible termination of the Program, and Xxxxxxxxx will reasonably consider NovaQuest’s feedback with respect to the Technical Failure. Dermavant will keep NovaQuest informed of any material decision-making process regarding such termination. In the event that Xxxxxxxxx decides, after reasonably considering NovaQuest’s feedback, to terminate the Program for Technical Failure, Dermavant shall promptly deliver written notice of the same to NovaQuest (the “Termination Notice”). Dermavant shall not delay delivery of a Termination Notice so as to reduce the amount of any Technical Failure Termination Payment payable pursuant to Section 3.2(c)(ii) (Effect of Program Termination).
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Termination for Technical Failure. If after the end of the first [ ] months of the Research Term the parties have not identified a Validated Target, the RMC shall meet promptly after expiration of such [ ] month period to consider whether it is unlikely due to technical or scientific limitations that the parties will be able to identify a Drug Candidate under the Collaboration. The RMC shall notify the parties of such determination within [ ] days after the expiration of such [ ] month period. If the RMC determines that identification of a Drug Candidate is unlikely, then thereafter Allergan will be entitled to terminate the Agreement on [ ] days written notice without further obligation, except for any payments owed SUGEN that accrued prior to such termination and for any obligations that survive as provided in Section 10.5.
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Termination for Technical Failure. 28 13.5 Termination for Commercial Infeasibility....................... 28 13.6 Effect of Expiration and Termination........................... 29 13.7 Licenses under Sections 5.1.4 and 5.2.3 After Expiration and Termination.................................................... 29 13.8
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Termination for Technical Failure. Bayer may terminate this Agreement upon three month's notice to Immune Response in the event that [CONFIDENTIAL TREATMENT REQUESTED].
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Related to Termination for Technical Failure

  • Termination for Material Breach If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

  • 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 for Default The County may, by written notice to the Contractor terminate this contract for default in whole or in part (delivery orders, if applicable) if the Contractor fails to:

  • Termination for Patent Challenge In the event that a Party and/or one or more its Affiliates (in the case of Alnylam) or Related Parties (in the case of Monsanto) (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Patent Rights licensed to said Party under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceeding.

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