Termination of Certain Schering-Plough Rights and Obligations Sample Clauses

Termination of Certain Schering-Plough Rights and Obligations. (i) At the Termination Time, all of Schering-Plough’s rights and obligations under the Distribution Agreement, the License Agreement dated April 3, 1998 (a copy of which is attached to the Distribution Agreement as Appendix L) (the “1998 License Agreement”) and the License Agreement dated December 20, 2007 (a copy of which is attached to the Amendment Agreement as Appendix C) (the “2007 License Agreement”), solely in each case with respect to the Relinquished Territories, shall, subject to the terms and conditions of this Agreement and, except as set forth herein or in any Ancillary Document, terminate without any further required actions of the Parties; provided, however, that (A) those sections of the Distribution Agreement that, pursuant to the Distribution Agreement, would survive termination of the Distribution Agreement (other than Sections 8.3(b) through 8.3(d) of the Initial Distribution Agreement) shall survive the Termination Time with respect to the Relinquished Territories and (B) Section 5.6 of the Initial Distribution Agreement shall survive the Termination Time with respect to Products sold in the Relinquished Territories prior to the Termination Time. As of the Termination Time, Centocor hereby grants Schering-Plough a royalty-free, non-exclusive right to Commercialize the Products in the Relinquished Territories solely to the extent necessary for Schering-Plough to perform its obligations under this Agreement, including, for the avoidance of doubt, under any necessary (1) intellectual property rights of Centocor or its Affiliates, and (2) intellectual property rights of third parties previously licensed to Centocor under the 1998 License Agreement or the 2007 License Agreement. In order to implement such termination, the Distribution Agreement is hereby amended, effective as of the Termination Time, such that (x) the terms “Retained Territories” and “Relinquished Territories,” each as defined herein, are hereby added to Article I of the Initial Distribution Agreement and (y) Section 1.16 of the Initial Distribution Agreement is hereby deleted and replaced, as of the Termination Time, with the following provision:
Sample 1
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Related to Termination of Certain Schering-Plough Rights and Obligations

  • Rights and Obligations Upon Termination (a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

  • Rights and Obligations on Termination In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

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