Termination For THERAPEUTICS' Breach Sample Clauses

Termination For THERAPEUTICS' Breach. In the event INNOVATIVE terminates this Agreement as a result of THERAPEUTICS' breach, pursuant to Section 9.3 above, the licenses granted to THERAPEUTICS under Section 2.1 hereof of this Agreement shall terminate and any and all rights in any SDC Product(s) under Development as outlined herein shall be automatically terminated. In addition thereto, THERAPEUTICS shall cooperate with INNOVATIVE in all respects to effect the prompt and efficient transfer to INNOVATIVE of all SDC Product(s) research and development information and data. In the event of such termination, in regard to any Category I or II SDC Product(s), THERAPEUTICS hereby assigns to INNOVATIVE all right, title and interest in and to all Regulatory Filings and approvals with any Agency, including the FDA, pertaining to any SDC Product(s) and THERAPEUTCIS agrees to resign as Sponsor from any Regulatory Filings with any Agency, including the FDA, and assist INNOVATIV E and its agents, to assume all duties as Sponsor for all SDC Product(s) being processed with any Agency, including the FDA. INNOVATIVE will assume full responsibility for all Category I and II SCD Product related expenses incurred after the date of the Termination for Breach by THERAPEUTICS. In the event that any SDC Product(s) have either been licensed or sold to a Third Party, as outlined in Section 5.0 hereof, prior to termination under this Section 9.4, termination of this Agreement shall not in any way affect THERAPEUTICS' right to receive its share of any remaining payments due and payable to THERAPEUTICS from a Third Party purchaser or licensee pursuant to Section 5.4 hereof and THERAPEUTICS shall be entitled to receive all sales proceeds, licensing fees, or royalty payments that remain due and payable from any Third Party. In addition, upon termination under this Section 9.4 THERAPEUTICS hereby grants to INNOVATIVE the exclusive, royalty-free license to use any and all of the SDC-related Proprietary Information obtained from THERAPEUTICS under the terms of this Agreement in any manner which is necessary or useful for the continued development, manufacture, sale or licensing of the SDC Product(s) as such product(s) exist as of the date of termination. Furthermore, INNOVATIVE shall retain all of its rights to bring an action against THERAPEUTICS under Section 11.0 [Dispute Resolution], including all of its rights for recovery of damages. In the case of Termination or Breach as defined in Section 9.0, prior to the transfer of ...
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Related to Termination For THERAPEUTICS' Breach

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • Termination for fault 19.3.1 The Commonwealth may terminate this Agreement by notice where the Grantee has: (a) failed to comply with an obligation under this Agreement and the Commonwealth believes that the non‐compliance is incapable of remedy or where clause 19.2.2(b) applies; (b) provided false or misleading statements in relation to the Grant; or (c) become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration. 19.3.2 The Grantee agrees, on receipt of the notice of termination, to: (a) stop the performance of the Grantee’s obligations; (b) take all available steps to minimise loss resulting from the termination; and (c) report on, and return any part of the Grant to the Commonwealth, or otherwise deal with the Grant, as directed by the Commonwealth.

  • Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of prior written notice from such Party thereof.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • Termination for continuing Force Majeure Event Either Party may, by written notice to the other, terminate this Framework Agreement if a Force Majeure Event endures for a continuous period of more than one hundred and twenty (120) Working Days.

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.

  • Termination for Default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee: (a) has breached this Agreement; or (b) has provided false or misleading statements in their application for the Grant; or (c) has become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

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