Termination of the Collaboration. In the event that such Pharmacopeia Change in Control occurs during the term of the Collaboration, SPL may, in its discretion, elect to terminate the Collaboration (but not the Agreement) on ninety (90) days written notice as set forth in Section 2.2.3. Upon receipt of written notice from SPL of its decision to terminate the Collaboration (but not the Agreement) pursuant to this Section 10.4.2 and Section 2.2.3, Pharmacopeia (or its successor in interest as a result of the Pharmacopeia Change in Control) shall have the option (exercisable in its sole discretion) to provide to SPL within thirty (30) days after receipt of such notice a written certification signed by a senior corporate officer of Pharmacopeia (or such successor) setting forth written representations and warranties by Pharmacopeia (or such successor):
(i) that it is committed to continuing in good faith to perform the Collaboration under the terms of this Agreement;
(ii) that it will continue to provide at least the same level and quality of personnel, facilities and resources for the performance of the Collaboration as existed prior to the Pharmacopeia Change in Control;
(iii) that it will implement such additional safeguards as may be required (and which are reasonably acceptable to SPL) to ensure that all of SPL’s Confidential Information will be protected from unauthorized disclosure or use by Pharmacopeia (or such successor) and its Affiliates; and
(iv) that it will take such other actions as are reasonably necessary to provide reasonable assurances to SPL that the results of the Collaboration, including without limitation, any Agreement Compounds and Collaboration Technology, will only be used by Pharmacopeia (or such successor) and its Affiliates in furtherance of the Collaboration or as otherwise expressly permitted under the terms and conditions of this Agreement. If Pharmacopeia (or such successor) does not provide a certification under this Section 10.4.2 within such thirty (30) day period, then the Collaboration shall terminate upon expiration of the ninety (90) period following SPL’s notice of termination under this Section 10.4.2, and all of the provisions of Section 10.6.5 shall apply. If Pharmacopeia (or such successor) does provide a certification under this Section 10.4.2 within such thirty (30) day period, then following SPL’s receipt of such certification from Pharmacopeia (or such successor) pursuant to this Section 10.4.2, SPL shall have the right to rescind its notice o...
Termination of the Collaboration. In case any of the parties wish to terminate the collaboration then it must do so by providing a show cause notice to the counter party, 1 month prior to the termination. In witness whereof, the parties to this MOU through their duly authorized representatives have executed this MOU on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this MOU as set forth herein. Enactus Aryabhatta
Termination of the Collaboration. In case any of the parties wish to terminate the collaboration then it must do so by providing a show cause notice to the counter party, 1 month prior to the termination.
Termination of the Collaboration. 11.1. This Understanding may be terminated by either partner giving to the other at least 2 month’s written notice of their intention to dissolve the Collaboration
Termination of the Collaboration. (A) As of the Effective Date, the Collaboration Agreement and all obligations of the Parties thereunder shall be deemed fully terminated, discharged, bought out, extinguished, paid, commuted, released and satisfied in full, except to the extent expressly provided otherwise in this Agreement and the reference herein to relevant defined terms in the Collaboration Agreement. The Parties reserve no claims, rights or benefits against each other under the Collaboration Agreement with respect to any past, present or future claims and each Party shall be freed from any and all claims that have been, or could be, made under the Collaboration Agreement, except as expressly provided otherwise in Section 7 below.
(B) As of the Effective Date, Teva shall immediately cease to:
i. research, Develop, Manufacture, have Manufactured, market, use, offer to sell, sell, export or import for sale, or otherwise Commercialize any Product under the Xenon Background IP or Collaboration IP, ii. have the right to assign or otherwise transfer or grant any interest in Xenon Background IP or Collaboration IP to any Third Party, or
iii. have the right to grant a sublicense under any Xenon Background IP or Collaboration IP to any Third Party, provided that, if any such assignment, transfer, grant and/or sublicense have been granted to Third Party by Teva, Teva hereby undertakes to terminate them and provide written evidence of any such termination to Xenon within [†] ([†]) days of the Effective Date. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
(C) In addition to the foregoing, as of the Effective Date:
i. the license granted to Teva by Xenon under the Collaboration Agreement shall immediately terminate with respect to all Products, and Teva shall assign to Xenon any Collaboration IP relating to such terminated Products to the extent that such Collaboration IP was conceived, identified, or first made by Xenon during the Collaborative Development Term, however, Teva will retain a non-exclusive license under such Xenon Background IP and such Collaboration IP for research purposes only;
ii. Teva shall, at Xenon's cost (which shall cover reasonable external costs and may include, for example, shipping costs and any administrative fees charged by the Regulatory Authorities), transfer and assign to Xenon the IND for each Product and the erythromelalgia Orphan Disease Designation, including, ...
Termination of the Collaboration
