Termination of the Collaboration Agreement. The Collaboration Agreement shall continue in full force and effect in accordance with its terms until the Closing, subject to the terms of this Agreement. Upon the occurrence of the Closing, the Collaboration Agreement, including all licenses granted thereunder, shall be terminated in its entirety pursuant to the terms of the Termination Agreement substantially in the form set forth in Exhibit B (the “Termination Agreement”). Upon termination of the Collaboration Agreement and thereafter, Biogen Idec and its Affiliates shall have the sole authority for and exclusive rights to the Development, manufacturing and Commercialization of Alpha-4 Integrin Products and JCV Assays in the Territory in accordance with the terms of this Agreement.
Termination of the Collaboration Agreement. This Collaboration Agreement may be terminated on terms agreed to by all of the Parties and the Authority in writing. The termination of the Grant Agreement by the Authority will have the effect of terminating this Collaboration Agreement unless otherwise agreed by the Authority in writing. The withdrawal or removal of any Party will not otherwise affect the continued operation of this Collaboration Agreement or the Grant Agreement. Any withdrawal or removal of a Party, or termination or expiry of this Collaboration Agreement, is without prejudice to any other rights or remedies of the Parties under this Collaboration Agreement or Applicable Law and will not affect any accrued rights or obligations of the Parties. Unless a Party is permitted under this Collaboration Agreement or under Applicable Laws to retain copies of any Confidential Information: each Party will promptly return or destroy the Confidential Information of a Withdrawing Party or a removed Party on the withdrawal or removal of a Party; or each Receiving Party will promptly return or destroy the Confidential Information of a Disclosing party on termination or expiry of this Collaboration Agreement. On the withdrawal or removal of a Party, or termination or expiry of this Collaboration Agreement, any provision of this Collaboration Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Collaboration Agreement will remain in full force and effect. If a dispute arises out of or in connection with this Collaboration Agreement or its performance, validity or enforceability, then except as expressly provided otherwise in this Collaboration Agreement, the Parties in dispute will follow the procedure set out in this clause 58 before commencing court proceedings in relation to the dispute. A Party to a dispute will send a written notice of the dispute to other Parties, setting out the nature of the dispute, the Parties involved, full particulars of the dispute and relevant supporting documentation. On receipt of the dispute notice, senior Representatives of the Parties in dispute will meet to attempt in good faith to resolve the dispute. Representatives of Parties who are not in dispute may be present at the meetings. If the Parties in dispute are unable to resolve the dispute in accordance with clause 58.2 within 10 Working Days of receipt of the dispute notice, the dispute will be escalated to more senior Representatives o...
Termination of the Collaboration Agreement. The Parties hereby agree that the Collaboration Agreement is hereby terminated in its entirety as of the Amendment Effective Date hereof. Except as expressly provided herein, no rights or obligations under the Collaboration Agreement shall survive such termination. Notwithstanding anything to the contrary, the following provisions of the Collaboration Agreement shall survive such termination: Sections 1 (except where modified herein,) and Sections 11.1, 11.2, 11.3, 11.5 and 11.6 and Article XV (other than Sections 15.19 and 15.20).
Termination of the Collaboration Agreement. 1. This agreement may be terminated by each Party by notifying the other Party in writing of its intention to terminate this Agreement, six months in advance.
2. In case of termination of this agreement, the provisions regarding intellectual property, confidentiality and publications of Data shall remain applicable after the termination of this agreement.
Termination of the Collaboration Agreement. Following any termination of the Collaboration Agreement in its entirety or in respect of the United States, the Issuer shall use commercially reasonable efforts to (i) enter into a Replacement Agreement, as such rights may revert back to the Issuer under and subject to the terms and conditions of the Collaboration Agreement, to one or more third parties under which such third party will agree to use commercially reasonable efforts to commercialize the Product in the Field in the United States, in which case the Issuer shall instruct such third parties to remit an amount equal to 7.5% of Net Sales of the Product in the United States directly to the Collection Account, or (ii) develop, manufacture and commercialize the Product in the Field in the United States, by itself or on a co-promotion basis with such third party (in which case the Issuer or such third party, as appropriate and applicable, shall remit an amount equal to 7.5% of Net Sales of the Product in the United States directly to the Collection Account).
Termination of the Collaboration Agreement. As used in this Section 2, the terms “GNE” and “Parties” shall include Roche. The Parties agree that the Collaboration Agreement by and among them shall be deemed terminated as of the Effective Date of this Agreement, and the Parties’ respective rights and obligations thereunder, including any rights or obligations thereunder that purport to survive termination (except as set forth expressly herein), shall be extinguished and have no further force and effect except as expressly stated herein.
Termination of the Collaboration Agreement. Following any termination of the Collaboration Agreement in its entirety or in respect of the United States, the Issuer shall use commercially reasonable efforts to (i) enter into a Replacement Agreement, as such rights may revert back to the Issuer under and subject to the terms and conditions of the Collaboration Agreement, to one or more third parties under which such third party will agree to use commercially reasonable efforts to commercialize the Product in the Field in the United States, in which case the Issuer shall instruct such third parties to remit the Synthetic Royalty Amount (and any amount referenced in clause (E)(v)(b) of the Granting Clause, if applicable) directly to the Collection Account pursuant to an instruction letter substantially similar to the Counterparty Instruction delivered on the Closing Date (and, if applicable, substantially similar to the Termination Payment Counterparty Instruction) or (ii) develop, manufacture and commercialize the Product in the Field in the United States, by itself or on a co-promotion basis with such third party (in which case the Issuer or such third party, as appropriate and applicable, shall remit an amount equal to the Synthetic Royalty Amount directly to the Collection Account).
Termination of the Collaboration Agreement. Purchaser shall notify Supplier in writing of any termination of the Collaboration Agreement no later than five (5) days after such termination.
Termination of the Collaboration Agreement. In accordance with Section 11.1(b) of the Collaboration Agreement, which provides that Buyer and Seller may terminate the Collaboration Agreement by mutual agreement, Buyer and Seller hereby terminate the Collaboration Agreement effective as of the Closing Date. Notwithstanding any provision of the Collaboration Agreement to the contrary, including Section 11.5(b), no rights or obligations of, or licenses granted to or by, the parties thereunder shall survive except as expressly set forth herein. The following provisions of the Collaboration Agreement shall expressly survive the termination of the Collaboration Agreement pursuant to this Section 5.12: Section 8.1 (Complaints), Section 8.2 (Adverse Event Reporting), Section 8.3(b) (Recall Expenses), Article X (Confidentiality), except to the extent that Confidential Information (as defined in the Collaboration Agreement) is Buyer Confidential Information or Seller Confidential Information hereunder, in which case, the confidentiality obligations set forth in this Agreement shall govern such Confidential Information and Article XII (Indemnification).
Termination of the Collaboration Agreement. Except as otherwise expressly provided in Section 2.5 of this Agreement, Adolor and GSK hereby agree to terminate the Collaboration Agreement in its entirety effective as of the Effective Date. In connection with the termination of the Collaboration Agreement and for the avoidance of doubt, Adolor and GSK hereby agree as follows:
2.1.1 As of the Effective Date, any and all licenses granted in the Collaboration Agreement, including without limitation in Section 2.2(a) of the Collaboration Agreement, are terminated as of the Effective Date.
