Termination of the Agreement in its Entirety Sample Clauses

Termination of the Agreement in its Entirety. Cephalon may terminate this Agreement in its entirety upon [***] written notice to Angioblast referencing this Section 13.2(a) and specifying that it is terminating this Agreement in its entirety. In the event of such termination the provisions of Paragraphs 1, 2, 3, 4 and 5 of Exhibit 13 shall apply.
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Termination of the Agreement in its Entirety. King may terminate this Agreement in its entirety upon six (6) months’ prior written notice to PTI, which notice may be given (1) following the third anniversary of the Effective Date, or (2) in the event of Scientific Failure, with such termination to be effective at the end of such six (6)-month period. As used herein, “Scientific Failure” means a determination by the JOC that the Development Program is unlikely to be commercially viable, or is unlikely to generate any marketable Products, as determined in accordance with its business, legal, medical, and scientific judgment. In connection with a termination pursuant to this Section 9.2.2(b), the following shall apply:
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Termination of the Agreement in its Entirety. The Parties may terminate this Agreement in its entirety as provided below.
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Termination of the Agreement in its Entirety. Upon any termination of this Agreement by a Party for the other Party’s uncured material breach or by Roche without cause, (i) all licenses granted to BioCryst by Roche under this Agreement shall become irrevocable, perpetual and fully-paid, (ii) all licenses granted to Roche by BioCryst shall terminate; (iii) Roche shall return to BioCryst all BioCryst Confidential Information and tangible examples and copies thereof; and (iv) Roche shall and hereby does assign or, to the extent such an assignment is prohibited by Law or third party rights, grant an exclusive, fully paid up, sublicensable and transferable license for the Licensed Product in the Field), and shall ensure that its Affiliates assign or exclusively license, to BioCryst all right, title and interest in and to all Roche Know-How and Roche Patents (with each of the foregoing to include Roche’s interest in any joint inventions created by the Parties). Roche shall, to the extent Roche has the right to do so, assign and transfer to BioCryst, at no expense to BioCryst, all trademarks and applications used or to be used in connection with Licensed Products in such countries, along with all regulatory filings and approvals and all data, including clinical data, materials (including raw materials and manufactured Licensed Product) and information, along with all INDs, and NDAs submitted by Roche for a Licensed Product and all contract and other rights in Roche’s possession or control related to Licensed Products, along with tangible embodiments of all of the foregoing. Roche may keep one copy of the foregoing information for archival purposes and to comply with this Agreement. Roche shall use its commercially reasonable efforts to deliver to BioCryst all of the foregoing in all forms as soon as practicable but no later than *** (***) days of the effective date of termination. Upon such transfer and assignment, BioCryst shall have the right to use, disclose and dispose of such materials, rights and licenses in its sole discretion. To the extent any Roche Patent Rights or Roche Know-How do not solely relate to the Licensed Product, then Roche may grant BioCryst an exclusive license under such rights as set forth above, rather than assign such rights to BioCryst.
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Related to Termination of the Agreement in its Entirety

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • DELETE IN ITS ENTIRETY AND REPLACE WITH THE FOLLOWING In the event of a bona fide sale or transfer of any store covered by this Agreement during the period hereof, the new owner of such transferee shall be notified of the existence of this Agreement. The former owner shall be required to meet any and all monetary benefits that employees have accumulated under this Agreement, but, except as provided in this Article, shall have no further or other obligations whatsoever, notwithstanding any other provision to the contrary in the Agreement.

  • Entirety of the Agreement The terms and conditions of this Agreement and any of the attachments expressly incorporated by reference in this Agreement embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of the Agreement shall be valid unless made in a writing signed by both parties hereto and approved by the District’s governing body, the elected School Board, or its designee pursuant to official board policy. Contractor acknowledges, that pursuant to the doctrine of sovereign immunity, any purported oral modification to this Agreement is unenforceable.

  • Terminating the Agreement With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice. Reasonable cause includes: A material violation of this Agreement; Any act exposing the other party to liability to others for personal injury or property damage; or Either party terminating this Agreement at any time by giving days' written notice to the other party of the intent to terminate.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if: (a) you don't pay Charges when they are due. This includes any deposit we've asked for; (b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to; (c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way; (d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement; (e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party; (f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or (g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount. 8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period. 8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below. 8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if: (a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint; (b) we go into liquidation or a receiver or administrator is appointed over our assets; (c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or (d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement. 8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.

  • AMENDING THE AGREEMENT 4.1 The Agreement may only be amended by a written agreement duly executed by the Parties.

  • 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.

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