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 [XXX], 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. Should [XXX] 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.
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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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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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Related to Termination of Product Development

  • Product Development SB shall have responsibility for, and control of, the development and commercialization of each Product arising from this Agreement, including process development, delivery system and formulation development, preclinical studies, clinical studies, sales and marketing.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • 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.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • 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).

  • Research Neither the Investor nor any Affiliate of the Investor shall have, in the prior thirty (30) days, published or distributed any research report (as such term is defined in Rule 500 of Regulation AC) concerning the Company.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Commercialization Reports After the First Commercial Sale of a Licensed Product anywhere in the Territory, LICENSEE shall submit to Cornell semi-annual reports on or before each February 28 and August 31 of each year. Each report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar half-year and shall show:

  • Development Activities NovaDel shall not be required to commence any Development Activities until Licensee has paid at least twenty-five percent (25%) of the non-refundable License Fee described in Section 4.4.

  • Development 3.1.1 Licensee agrees to and warrants that:

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