Termination of Research Program. Upon not later than [ * ] prior notice Taisho may terminate the Research Program at the end of the fourth (4/th/) or the fifth (5/th/) year of the Research Program if it shall be dissatisfied, in its sole judgment, with the progress or results of the Research Program. The Research Committee may terminate the Research Program any time if it determines the Research Program is no longer scientifically useful. In case of such an early termination by Taisho or the Research Committee, Taisho shall be exempt from any payment(s) that would have become due and payable after such early termination date.
Termination of Research Program. Genentech may terminate the Research Program for a particular Exclusive Target, with or without cause, in accordance with Section 13.4 as a termination of this Agreement pursuant to Section 13.4 with respect to such Exclusive Target at any time, subject to Sections 2.6 and 13.5 below, as applicable.
Termination of Research Program. (a) The Research Program may be terminated by a Party for the material breach by the other Party of obligations under the Research Program by giving the breaching party notice of the breach and of the intent of the non-breaching Party to terminate the Research Program unless the breach is cured within ninety (90) days of notification. The non-breaching Party may terminate the Research Program following such ninety (90) day period by providing the breaching party with ninety (90) days' prior written notice that the Research Program is terminated, and the Research Program shall be terminated on the 90th day following such date.
(b) Within thirty (30) days prior to the one (1) year anniversary of this Agreement, ImClone and CombiChem senior and scientific management personnel shall meet to review the status of the Collaboration. If, based upon such review, the status of the Collaboration is satisfactory to ImClone, ImClone shall make the Second Research Payment described in Section 8.2 to CombiChem on or before the one (1) year anniversary of this Agreement; provided, however, that ImClone may, in its discretion, make such Second Research Payment at any time prior to the date which is the one (1) year anniversary of this Agreement. If however, based upon such review, the status of the Collaboration is unsatisfactory to ImClone, ImClone may terminate the Research Program by providing 90-days' prior written notice to CombiChem that the Research Program shall be terminated. Upon receipt of such notice by CombiChem, ImClone shall have no further obligation to make the Second Research Payment to CombiChem (if such payment has not already been made to CombiChem), and the Research Program shall be terminated on the 90th day following such date.
(c) CombiChem shall, within thirty (30) days following the effective date of termination under Section 7.2(a) or 7.2(b), pay to ImClone such amount as is calculated by taking *** *** *** shall be based upon ***. Any amount due by CombiChem under this Section 7.2(c) may be in the form, at CombiChem's discretion, of *** *** ***.
Termination of Research Program. If Warner terminates the Research Program pursuant to Section 2.4.2 and no IND has been filed with respect to any Product Configuration prior to the date of Warner's notice of its intent to terminate the Research Program, the Agreement shall terminate concurrently with the termination of the Research Program.
Termination of Research Program. (a) Upon expiration of the Research Term or termination of the Research Program in its entirety (i) UBC and AlCana will promptly deliver to Alnylam any Program Materials and Program Technology in their possession or control and will promptly disclose, in writing, to Alnylam all Program Developments made through expiration or termination, (ii) UBC and AlCana will also submit to Alnylam a comprehensive final report within [**] days after completion (or any such termination) of the Research Program detailing the status of the Research Program and all Program Developments made thereunder as well as all Research Program funds expended, (iii) UBC and AlCana will promptly refund to Alnylam any Research Program funds remaining at the time of termination or expiration (less any non-cancelable commitments made by UBC or AlCana pursuant to the Workplan and Budget), (iv) each Party will, at the owner’s discretion, either return to each other Party or destroy all of such other Party’s Background Materials and Background Technology provided under this Agreement, and (v) the licenses granted under Article 6 shall terminate; provided, however, that clauses (i) and (ii) shall not apply in the event of any termination under Sections 10.2.2 or 10.4.4.
(b) Upon termination of the Research Program with respect to either UBC or AlCana, but not both, (i) the provisions of Section 10.6.2(a)(i) through (iv) shall apply solely to such Party, (ii) the licenses granted to such Party and by such Party under Article 6 shall terminate, and (iii) Alnylam’s obligation to pay Research Program funding to the terminated Party shall cease. The remaining Party to the Research Program and Alnylam will discuss in good faith appropriate modifications to the Workplan and Budget and overall Research Program funding commitment, it being understood that the remaining Party shall not automatically be entitled to the terminated Party’s share of Research Program funding. Furthermore, if the Research Program is terminated with respect to UBC pursuant to Section 10.4 and Alnylam and AlCana mutually agree that AlCana will assume responsibility for UBC’s obligations under the Workplan, then UBC shall (on payment to UBC of reasonable compensation) make its facilities reasonably available to AlCana for such purpose and UBC’s and AlCana’s shares of future Research Program funding under this Agreement shall be adjusted between them accordingly. At such point, AlCana will become the Payee for all purposes under ...
Termination of Research Program. After the third anniversary of the Effective Date, the Term of the Research Program may be terminated by Warner upon six (6) months prior written notice, subject to the following conditions:
(a) Warner shall be obligated to continue to fund all Research Program activities ongoing at the time of such written notice and make all Research Program payments due to GenVec until the effective date of such termination; provided, GenVec continues to perform under and such funds are used to forward the Research Program; and
(b) Each Party shall retain such ownership interest in the Collaboration Technology as it shall hold on the effective date of such termination; and
(c) Subject to the terms and conditions of this Agreement, Warner shall retain its license in the Field to Collaboration Products for which an IND was filed prior to the date of Warner's notice of its intent to terminate, but shall have no rights under this Agreement with regard to any Product Configuration or Development Candidate for which an IND has not been filed prior to the date of Warner's notice of its intent to terminate the Research Program; and
(d) Subject to the rights retained by Warner in (c) above, Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and
(e) Subject to the rights retained by Warner in (c) above, at GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.
(f) At GenVec's request, Warner will negotiate in good faith the terms of a nonexclusive, worldwide license to GenVec (with the right to sublicense) und...
Termination of Research Program. If, during the Research Program Term, Symyx shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such breach or default shall have continued for sixty (60) days after written notice thereof was provided to Symyx, Bayer may, in its discretion, choose to either (i) terminate the Agreement or (ii) upon written notice to Symyx, terminate the Research Program without terminating the Agreement. Any such termination of the Agreement or the Research Program shall become effective at the end of such sixty (60) day period unless Symyx (or any other party on its behalf) has cured any such breach or default prior to the expiration of the sixty (60) day period. In the event Bayer terminates the Research Program and not the Agreement, as set forth in this section 13.2.2, Bayer shall not be obligated to pay the Research Expenses as set forth in Sections 6.1 and 6.2 for research conducted after such termination. It is understood that among other things, termination of the Research Program without termination of the Agreement, as set forth in this Section 13.2.2 shall not constitute termination of the licenses set forth in Article 5 or the payment obligations set forth in Article 6 (other than Research Expenses); provided, however, "Program Technology" shall not include any Patent Rights or Know-How or other inventions, discoveries, data, or information, or intellectual property rights in and to such inventions, discoveries, data, or information made, conceived, reduced to practice, or otherwise developed solely or jointly by Symyx, after termination of the Research Program.
Termination of Research Program. In the event that (i) Becton Dickxxxxx xxxcts to terminate the Research Program pursuant to Section 2.9(a) or (ii) the Joint Steering Committee fails to approve a Marker Validation Project Proposal, if any, provided by Becton Dickxxxxx xxxsuant to Section 2.9(b), then the Research Program shall terminate. This Agreement, including all terms, provisions, representations, rights and obligations set forth herein that do not relate to the Research Program, shall survive any termination of the Research Program pursuant to this Section 2.9.
Termination of Research Program. After the third anniversary of ------------------------------- the Effective Date, the Term of the Research Program may be terminated by Warner upon six (6) months prior written notice, subject to the following conditions:
(a) Warner shall be obligated to continue to fund all Research Program activities ongoing at the time of such written notice and make all Research Program payments due to GenVec until the effective date of such termination; provided, GenVec continues to perform under and such funds are used to forward the Research Program; and
(b) Each Party shall retain such ownership interest in the Collaboration Technology as it shall hold on the effective date of such termination; and
(c) Subject to the terms and conditions of this Agreement, Warner shall retain its [*] prior to the date of Warner's notice of its intent to terminate, but shall have no rights under this Agreement with regard to [*] prior to the date of Warner's notice of its intent to terminate the Research Program; and [*]
Termination of Research Program. If, during the Research Program Term, Symyx shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such breach or default shall have continued for sixty (60) days after written notice thereof was provided to Symyx, Bayer may, in its discretion, choose to either (i) terminate the Agreement or (ii) upon written notice to Symyx, terminate the Research Program without terminating the Agreement. Any such termination of the Agreement or the Research Program shall become effective at the end of such sixty (60) day period unless Symyx (or any other party on its behalf) has cured any such breach or default prior to the expiration of the sixty (60) day period. In the event Bayer terminates the Research Program and not the Agreement, as set forth in this section 13.2.2, Bayer shall not be obligated to pay the Research Expenses as set forth in Sections 6.1 and 6.2 for research conducted after such termination. It is understood that among other things, termination of the Research Program without termination of the Agreement, as set forth in this Section 13.2.2 shall not constitute termination of the licenses set forth in
