Termination of Product Development Sample Clauses

Termination of Product Development. If the Product Development Subcommittee recommends, and the Board agrees, that the Development of a Product should be terminated, either entirely or with respect to an indication in a field or in a country or countries, subject to delivering a written notice to the Company within 30 days of the agreement of the Board to terminate the Development of the Product, either Shareholder will have the right to offer to purchase all rights to such Product or, as applicable, such terminated indication and in, as applicable, such terminated jurisdiction, on reasonable market terms to be negotiated in good faith by the Company and such Shareholder. If both Shareholders notify the Company that they wish to exercise the right to purchase all rights to the terminated Product, the Board will organize a two round open bid procedure and the Board will grant the relevant right to the Shareholder having made the best offer, taking into account the best interests of the Company. If neither Shareholder serves a written notice indicating its wish to purchase the rights to the terminated Product within thirty (30) days of the agreement of the Board to terminate the relevant Development, the Board may offer such rights to a Third Party.
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Termination of Product Development. In the event that TAKEDA has satisfied its diligence obligations under Section 4.4.1 with respect to a Product and nevertheless determines that it is Commercially Reasonable to cease further Development or Commercialization of such Product, TAKEDA may designate such Product as a Terminated Product and thereby discontinue Development or Commercialization of such Product. Such designation shall be by written notice (the “Product Termination Notice”) to ARCHEMIX identifying the Product that TAKEDA is designating to become a Terminated Product and the effective date of such designation.
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Termination of Product Development. Should NK fail to actively pursue its efforts towards Development for a period of more than [*] for any reason other than Force Majeure and a reasonable reason, such as a request by Governmental Authorities of the Territory, as determined in the reasonable judgment of the JSC, or should NK terminate at its discretion Development of IL13 and/or Products in the Territory by giving NeoPharm [*] prior written notice, this Agreement shall terminate at the end of such applicable period and all rights of NK to the Licensed Technology or IL13 and/or the Products (including all data, information, physical manifestations and Regulatory Filings) in the Territory shall revert and be delivered to NeoPharm, and NK shall be free from any and all monetary or developmental obligations otherwise accruing thereafter. In addition, NeoPharm shall be granted a royalty-free worldwide exclusive license with sublicensing rights under the NK Technology and any Joint Inventions.
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Termination of Product Development. Should Taisho ***** , rights of Taisho to Products (including all data, information, physical manifestations and Regulatory Filings) in the Licensed Territory shall revert and be delivered to Neurocrine, and Taisho shall be free from any and all monetary or developmental obligations thereafter. In addition, Neurocrine shall be granted a royalty-free worldwide non-exclusive license with sublicensing rights under the Taisho Technology to make, have made, use and sell Products. ***** may retain its all rights of Asian and European countries listed on Exhibit D subject to the terms and the condition of this Agreement originally executed by the Parties (i.e. the original one before being given any amendment).
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Termination of Product Development. (i) In the event that Innovasive believes that progress on the development of Product One is unsatisfactory, Innovasive shall have the right to terminate development of Product One upon ninety (90) days written notice after the earlier to occur of (a) the second anniversary of the Effective Date, or (b) the expenditure by Innovasive of $[*] on the development of Product One. During such ninety (90) day notice period, Collagen shall not incur any commitments or expenses with respect to Product One which will be funded by Innovasive, other than commitments or expenses entered into or committed to prior to the date of such written notice from Innovasive. The parties will negotiate comparable provisions as part of the negotiation of extensions of the Project Plan to cover additional Products. If the parties are unable to agree upon an extension of the Project Plan to cover any Product within a period of six (6) months of good faith discussions concerning such extension of the Project Plan, either party may terminate the development of such Product upon thirty (30) days written notice. The provisions of Section 2.5 shall not apply to any Product for which development has been terminated by either party pursuant to this Section 10.2. (ii) Innovasive hereby agrees that if Innovasive terminates collaborative development of a Product pursuant to Section 10.2(i) above, Collagen shall thereafter have the worldwide, sublicensable, perpetual and irrevocable right under Innovasive's solely owned technology to use, reproduce or have reproduced and modify such technology, and to use, manufacture or have manufactured, market, promote and otherwise commercialize, and sell or otherwise distribute such technology incorporated in such Product (as modified and/or improved by Collagen after Innovasive terminates development of such Product). It is the parties' intention that the foregoing license shall be construed broadly enough to permit Collagen to continue or commence the development, modification and distribution of such Product in a commercially reasonable fashion. Collagen shall pay Innovasive a royalty on its Net Sales (as defined in the Distribution Agreement) of such Product which shall be mutually agreed upon, or if the parties are unable to agree, shall be set by a mutually acceptable third party. Such royalty shall not exceed [*] percent ([*]%). Such royalty shall be subject to Sections 6.3 through 6.8 inclusive of the Distribution Agreement, after substitution of (...
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Termination of Product Development. Should DSP prior to the First Commercial Sale of a Product (a) elect to terminate at its discretion all Development in the Territory, or (b) completely abandon all efforts towards its Development for a period of greater than six (6) months for any reason other than those beyond DSP’s control, this Agreement shall terminate and the provisions of Section 11.4 (i)-(vi) shall apply.
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Termination of Product Development. In the event the development of any Licensed Hematology Product is terminated by SMC, across all Development Tracks, whether for scientific, commercial or other reasons (a “Terminated Product”), SMC shall report on such termination decision to the Steering Committee, including an explanation of the reasons and rationale underlying its decision to so terminate. The Parties agree and acknowledge that if, at the time the decision is made by SMC to so terminate such development of a Licensed Hematology Product, THP has elected to exercise its Opt-In Right with respect to one or more Development Tracks with respect to such Terminated Product and has in fact funded its share of Development Costs associated therewith, then SMC, upon request by THP, shall meet in good faith with THP to negotiate whether, and under what terms, THP may have the right to continue at its sole discretion the development of such Terminated Product, and the Parties shall take into consideration at least the following in the course of such good faith negotiations: (i) the extent to which both THP and SMC have participated in the aggregate Development Costs for such Terminated Product; (ii) any technical or scientific hurdles associated with such Terminated Product; (iii) any safety or efficacy concerns or issues with respect to such Terminated Product; (iv) any competitive or commercial ** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Securities and Exchange Commission. concerns with respect to such Terminated Product, including whether such Terminated Product is competitive with one or more products then commercialized or to be commercialized by SMC; (v) the status of all other Licensed Hematology Products under development at such time; (vi) whether, if such Terminated Product is transferred to THP, SMC shall nonetheless continue to have a right to co-fund its development; and (vii) the mechanism whereby SMC would be compensated for its Development Costs expended to date as of the date of termination of such Terminated Product.
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Termination of Product Development. Should Taisho completely abandon all efforts towards its Development for a period of more than [XXX] for any reason other than Force Majeure according to the reasonable judgement by the Parties or should Taisho terminate at its discretion Development of Products in the Licensed Territory by giving Neurocrine [XXX] prior written notice, rights of Taisho to Products (including all data, information, physical manifestations and Regulatory Filings) in the Licensed Territory shall revert and be delivered to Neurocrine, and Taisho shall be free from any and all monetary or developmental obligations thereafter. In addition, Neurocrine shall be granted a royalty-free worldwide non-exclusive license with sublicensing rights under the Taisho Technology to make, have made, use and sell Products.
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Termination of Product Development the conclusion of the development of the Product pursuant to and in accordance with the Proposal "Termination of this Agreement" – termination deriving from the payment by the Proposer of any and all of its obligations pursuant to Section B, termination resulting from revocation by the Foundation of the Agreement, or termination of the Agreement by the Proposer with the consent of the Foundation, the effective date in each instance being the earlier of notice from the Foundation that the examination contemplated by Section K.3. has been completed, or the expiration of one (1) year after the specific termination event as aforesaid. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
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Related to Termination of Product Development

  • Product Development (a) Supplier may develop enhancements it intends to incorporate into the BioGlue Surgical Adhesive during the term of this Agreement that have potential application to the Company Product (“Enhancements”). Unless otherwise agreed by the parties, at least once every six months during the Term, representatives of each of BioForm and Supplier shall hold a meeting in accordance with Sections 4.4 and 8.4 (the “Product Development Meeting”) at which Supplier will present Enhancements for BioForm to consider for application to the Company Product. At such Product Development Meeting, BioForm will also present its marketing plans (pursuant to Section 4.4) for the period and any information or feedback that BioForm reasonably believes may lead to Improvements. Within 30 calendar days following each Product Development Meeting, Supplier shall deliver a notice to BioForm (the “Enhancements Notice”) that shall describe the Enhancements that were presented by Supplier at such Product Development Meeting. Within 30 calendar days following receipt of the Enhancements Notice, BioForm may notify Supplier in writing if BioForm elects that any Enhancement described in the Enhancements Notice shall become an Improvement. If BioForm does provide such notice to Supplier during such 30-calendar day period, then BioForm and Supplier shall agree on a timeline for implementation of the Improvement in new Product Specifications for Company Product. If BioForm does not provide such a notice, said Enhancement shall not be implemented into the Company Product. The Enhancements Notice may also describe any potential Enhancements presented by Supplier at the Product Development Meeting, but BioForm shall not be required to take any action under this Section 8.4 with respect to such potential Enhancements until such time as they are presented by Supplier as Enhancements at a future Product Development Meeting. All Enhancements and potential Enhancement information provided by Supplier shall be considered Supplier Confidential Information. (b) From time to time, each party may request the other party to participate in joint projects to develop Improvements. Neither party is obligated to participate in such projects, and in each **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instance, each party’s decision whether to participate will be made in such party’s sole discretion. If both parties mutually agree to participate in such a project (a “Program”), the parties will promptly prepare a mutually agreeable written development agreement specifying the development activities to be performed by and the research and development tasks assigned to each party (the “Development Agreement”). All allocation of Intellectual Property rights with respect to any Program will be set forth in writing in the Development Agreement. (c) In the absence of a Development Agreement, (i) BioForm and Supplier shall retain joint ownership of Intellectual Property rights in which there is joint inventorship by BioForm (or its Affiliates) and Supplier, as determined in accordance with United States patent law, with Supplier’s rights in such joint ownership being subject to the license rights of BioForm under this Agreement, (ii) any Intellectual Property rights related to the Company Products, Enhancements, and Improvements that are created solely by employees or consultants of Supplier during the Term shall be considered to be Intellectual Property rights of Supplier, subject to the license rights of BioForm under this Agreement, and (iii) any Intellectual Property rights related to the Company Products and Improvements that are created solely by employees or consultants of BioForm or any of its Affiliates during the Term shall be considered to be Intellectual Property rights of BioForm. BioForm hereby grants to Supplier a perpetual, royalty free, world-wide, nonexclusive license to Supplier under such Blocking Intellectual Property to make, use, and sell such Intellectual Property outside the Field. “Blocking Intellectual Property” for the purposes of Section 8.4(c)(iii) shall mean Intellectual Property necessary for Supplier to make, use, or sell SA Product.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Promotion of Agreement It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program.

  • Project Development a. Collaborate with COUNTY and project clients to identify requirements and develop a project Scope Statement. a. Develop a Work Breakdown Structure (WBS) for each project. b. Evaluate Scope Statement to develop a preliminary cost estimate and determinate whether project be vendor bid or be executed under a Job Order Contract (JOC).

  • Research Primary Investigator as part of a multi-site study (25 points) • Co-Investigator as part of a multi-site study (20 points) • Primary Investigator of a facility/unit based research study (15 points) • Co-Investigator of a facility/unit based research study (10 points) • Develops a unit specific research proposal (5 points) • Conducts a literature review as part of a research study (5 points)

  • Clinical 1.1 Provides comprehensive evidence based nursing care and individual case management to a specific group of patients/clients including assessment, intervention and evaluation. 1.2 Undertakes clinical shifts at the direction of senior staff and the Nursing Director including participation on the on-call/after-hours/weekend roster if required. 1.3 Responsible and accountable for patient safety and quality of care through planning, coordinating, performing, facilitating, and evaluating the delivery of patient care relating to a particular group of patients, clients or staff in the practice setting. 1.4 Monitors, reviews and reports upon the standard of nursing practice to ensure that colleagues are working within the scope of nursing practice, following appropriate clinical pathways, policies, procedures and adopting a risk management approach in patient care delivery. 1.5 Participates in xxxx rounds/case conferences as appropriate. 1.6 Educates patients/carers in post discharge management and organises discharge summaries/referrals to other services, as appropriate. 1.7 Supports and liaises with patients, carers, colleagues, medical, nursing, allied health, support staff, external agencies and the private sector to provide coordinated multidisciplinary care. 1.8 Completes clinical documentation and undertakes other administrative/management tasks as required. 1.9 Participates in departmental and other meetings as required to meet organisational and service objectives. 1.10 Develops and seeks to implement change utilising expert clinical knowledge through research and evidence based best practice. 1.11 Monitors and maintains availability of consumable stock. 1.12 Complies with and demonstrates a positive commitment to Regulations, Acts and Policies relevant to nursing including the Code of Ethics for Nurses in Australia, the Code of Conduct for Nurses in Australia, the National Competency Standards for the Registered Nurse and the Poisons Act 2014 and Medicines and Poisons Regulations 2016. 1.13 Promotes and participates in team building and decision making. 1.14 Responsible for the clinical supervision of nurses at Level 1 and/or Enrolled Nurses/ Assistants in Nursing under their supervision.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Commercialization Reports Throughout the term of this Agreement and during the Sell-Off Period, and within thirty (30) days of December 31st of each year, Company will deliver to University written reports of Company’s and Sublicensees’ efforts and plans to develop and commercialize the innovations covered by the Licensed Rights and to make and sell Licensed Products. Company will have no obligation to prepare commercialization reports in years where (a) Company delivers to University a written Sales Report with active sales, and (b) Company has fulfilled all Performance Milestones. In relation to each of the Performance Milestones each commercialization report will include sufficient information to demonstrate achievement of those Performance Milestones and will set out timeframes and plans for achieving those Performance Milestones which have not yet been met.

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