TERMINATION OF CO-PROMOTION Sample Clauses

TERMINATION OF CO-PROMOTION. Either Party shall have the right upon 90 days prior written notice to terminate its participation in the co-promotion of a Collaboration Product in any Co-Promotion Country, in which case with respect to such Collaboration Product where GenVec is the terminating Party, such Co-Promotion Country shall be deemed to be a country in the Territory. Once a Party terminates its participation in the co-promotion of a Collaboration Product, it shall grant to the non-terminating Party such licenses under Collaboration Technology and Background Technology as shall be necessary for the non-terminating Party to commercialize such Collaboration Product in such country the Territory. Any licenses granted to Warner shall be on the terms and conditions set forth in the Agreement, and any licenses granted to GenVec shall be exclusive (even as to Warner), royalty-free and fully paid, and shall include the right to grant sublicenses.
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TERMINATION OF CO-PROMOTION. (a) If OSI (i) materially breaches this Amendment and fails to cure such breach within thirty 30 days following written notice from Genentech or (ii) fails to cure, within thirty (30) days following written notice from Genentech, circumstances or conditions which have resulted in a pattern of several similar breaches of this Amendment, regardless of materiality of the individual breaches (such as a failure on the part of -------------- ** This portion has been redacted pursuant to a confidential treatment request.
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TERMINATION OF CO-PROMOTION. Without limiting Section 12.2, in the event that Cxxxxxxx materially fails to (a) provide the percentage of Sales Representatives or perform the Details set forth in the Co-Promotion Plan for [*****] consecutive Calendar Quarters or (b) comply with applicable Laws or the Relevant Internal Policies in connection with its Co-Promotion of the Collaboration Product, and Cxxxxxxx does not fully remedy such failure within [*****] after receiving written notice thereof (or if such failure cannot be fully remedied) then Taiho shall have the right to terminate Cxxxxxxx’x right to Co-Promote the Collaboration Product effective upon a further written notice to Cxxxxxxx, after which Taiho shall be solely responsible for all Commercialization (including all Detailing) for the Collaboration Product and Cxxxxxxx shall have no further rights to Co-Promote the Collaboration Products under this Section 5.2.
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TERMINATION OF CO-PROMOTION. (a) At the end of any calendar quarter prior to the fifth anniversary of the first commercial sale of a Co-Promotion Product in the Co-Promotion Territory, MYRIAD shall have the right, exercisable upon three (3) calendar quarters prior written notice (the "Co-Promotion Termination Notice Period") to SCHERING, to convert a Co-Promotion Product into a Royalty Bearing Product. Upon the effectiveness of such conversion, such Co-Promotion Product shall thereafter be treated as a Royalty Bearing Product for all purposes under this Agreement, and any outstanding amount of any Deferred Payments with respect to such Co-Promotion Product shall be forgiven as of such date. Not later than thirty (30) days after the end of the Co-Promotion Termination Notice Period (sixty (60) days if such date is the last day of the fourth calendar quarter of any calendar year), SCHERING shall provide MYRIAD with a report summarizing what the pro forma royalties payable with respect to sales of such Co-Promotion Product in the Co-Promotion Territory would have been under this Agreement during the Co-Promotion Termination Notice Period if such Co-Promotion Product were a Royalty Bearing Product for such period. In the event that such pro forma royalties are greater than the aggregate of the Equalization Payments paid or payable by SCHERING during the Co-Promotion Termination Notice Period (before giving effect to any reduction in any Equalization Payment for any Deferred Payment amounts paid or deemed paid pursuant to the last sentence of Section 6.3) (the amount of such excess being referred to herein as the "Excess Royalty Amount"), the Equalization Payment payable for the third quarter of the Co- Promotion Termination Notice Period shall be accompanied by an amount equal to the Excess Royalty Amount. Any payment to MYRIAD of any Excess Royalty Amount shall be reduced (but not below zero) by the outstanding amount of any accrued Equalization Credit. (b) Upon ten (10) days notice to SCHERING, in the event of any good faith disagreement regarding the safety of any Co-Promotion Product as set forth in Section 5.13, MYRIAD shall have the right to convert such a Co-Promotion Product into a Royalty Bearing Product. Upon the effectiveness of any such conversion, such Co-Promotion Product shall thereafter be treated as a Royalty Bearing Product for all purposes under this Agreement. Any dispute among the Parties regarding any such conversion shall be subject to arbitration pursuant to Sectio...
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TERMINATION OF CO-PROMOTION. Section 4.1 of the Agreement is rewritten in its entirety to read as follows: (a) Except if sooner terminated as provided herein, this Agreement shall be effective as of the 26th day of November 1997 and terminate on December 31, 2006, subject to survival of the provisions set forth in Section 4.2 of the Agreement (“TERM”). -- (b) XXXXXX’x right to co-promote PRODUCT and XXXXXX’x obligation to co-promote PRODUCT under this Agreement shall terminate on June 30, 2006. --
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TERMINATION OF CO-PROMOTION. Either Party shall have the right upon 90 days prior written notice to terminate its participation in the co-promotion of an Other Product in any co-promotion country. Once a Party terminates its participation in the co-promotion of an Other Product, it shall grant to the non-terminating Party such licenses under Collaboration Technology and Background Technology as shall be necessary for the non-terminating Party to commercialize such Other Product in such country. Any licenses granted to Warner shall be on the terms and conditions set forth in the Agreement, and any licenses granted to Sequana shall be exclusive (even as to Warner), royalty-free and fully paid, and shall include the right to grant sublicenses.
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TERMINATION OF CO-PROMOTION. Either Party shall have the right upon [ * ] prior written notice to terminate its participation in the co-promotion of a Licensed Product in any country in the Shared Territory. If Onyx is the terminating Party, then with respect to such Licensed Product, such country of the Shared Territory shall be deemed to be a country in the Other Territory. Once a Party terminates its participation in the co-promotion of a Licensed Product, it shall grant to the non-terminating Party licenses in such Know-How of the terminating Party and the Onyx Patents (where Onyx is the terminating Party) or the Warner Patents (where Warner is the terminating Party) and trademarks (other than trademarks bearing the terminating Party's name or used by the terminating Party in the commercialization of other products or services) as were used by the terminating Party in the co-promotion of such Licensed Product in the applicable country within the Shared Territory, but only to the extent such licenses are necessary for the non-terminating Party to commercialize such Licensed Product in such country in the Shared Territory. If Warner is the terminating Party, the applicable Licensed Product shall be deemed to be an Independent Product.
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TERMINATION OF CO-PROMOTION 
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Related to TERMINATION OF CO-PROMOTION

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Use These terms and Your access to Our Website may be terminated by Us (at Our sole discretion) at any time without notice or any requirement to give You a reason why. In the event of termination under this clause We shall have no liability to You whatsoever (including for any consequential or direct loss You may suffer).

  • Term and Termination of Engagement; Exclusivity The term of Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and end six (6) months thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Xxxxxxxxxx its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Xxxxxxxxxx’x legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Xxxxxxxxxx’x engagement hereunder, all inquiries from prospective investors will be referred to Xxxxxxxxxx. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Transition of Registry upon Termination of Agreement Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, Registry Operator shall provide ICANN or any successor registry operator that may be designated by ICANN for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator. After consultation with Registry Operator, ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that (i) ICANN will take into consideration any intellectual property rights of Registry Operator (as communicated to ICANN by Registry Operator) in determining whether to transition operation of the TLD to a successor registry operator and (ii) if Registry Operator demonstrates to ICANN’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, Registry Operator or its Affiliates for their exclusive use, (B) Registry Operator does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of Registry Operator, and (C) transitioning operation of the TLD is not necessary to protect the public interest, then ICANN may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of Registry Operator (which shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the foregoing sentence shall not prohibit ICANN from delegating the TLD pursuant to a future application process for the delegation of top-­‐level domains, subject to any processes and objection procedures instituted by ICANN in connection with such application process intended to protect the rights of third parties. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument for the maintenance and operation of the TLD, regardless of the reason for termination or expiration of this Agreement.

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the City; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the City; and iv. Contractor shall preserve, protect and promptly deliver possession to the City of all proprietary information in accordance with paragraph (21). v. In the event that dispute(s) arise during the winding up of affairs upon termination, the parties agree to meet and negotiate in good faith to resolve any such dispute(s).

  • Rights After Termination If any Schedule is terminated for any reason, all rights granted to Client hereunder with respect to the Deliverables under that Schedule shall cease, and Client shall; (a) immediately cease all use of the applicable Deliverables and purge any and all software, content, and materials from Client’s computer systems, storage media and files, and all copies thereof, as applicable, and (b) promptly return or destroy, at College Board’s direction, content and materials, and all copies thereof, and all other confidential information of College Board then in Client’s possession or under Client’s control. Upon termination of this Agreement, the College Board shall terminate Client’s access to any systems to which Client has access under this Agreement.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

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