Termination Pursuant to Section 8 Sample Clauses

Termination Pursuant to Section 8. 2. (a) In the event of termination of this Agreement in its entirety by Pfizer under Section 8.2, the Research Program Term shall terminate and all rights and licenses granted by Arvinas to Pfizer under Article 3 shall be terminated and all relevant rights shall revert to Arvinas. (b) In the event of partial termination of this Agreement by Pfizer under Section 8.2 with respect to any Target, all rights and licenses granted by Arvinas to Pfizer under Article 3 with respect to the relevant Target and related Compounds and Products shall be terminated and all relevant rights shall revert to Arvinas, and any exclusivity pursuant to Section 2.10 with respect to the relevant Target shall terminate.
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Termination Pursuant to Section 8. 4. Subject to Section 8.6, in the event of termination of this Agreement in its entirety pursuant to Section 8.4, the Parties will agree on their respective rights and obligations in respect of such termination.
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Termination Pursuant to Section 8. 3(c). Subject to Section 8.6, if Ginkgo terminates this Agreement pursuant to Section 8.3(c), (1) Cronos shall immediately return any Collaboration Strains in its possession to Ginkgo or destroy them and certify such destruction, (2) all rights and licenses granted to Cronos by Ginkgo under this Agreement shall terminate and be of no further force and effect, (3) the then-unpaid portion of the Floor Foundry Access Fee Amount and/or any additional unpaid and outstanding Foundry Access Fees incurred in excess of the Floor Foundry Access Fee Amount shall be accelerated and due immediately upon such termination as if the Term had continued for twelve (12) Calendar Quarters (or more, as applicable), (4) the then-unpaid portion of any Pilot Scale Costs incurred by Ginkgo as of the date of such termination shall be due immediately upon such termination, (5) the unpaid portion of any Milestone Achievement Payment for all Target Cannabinoids shall be due immediately upon such termination as if all R&D Milestones had been achieved, and (6) a lump sum cash payment in an amount equal to the aggregate of all Milestone Cash Election Amounts in respect of which the relevant Equity Milestone Events have not been achieved or paid for will be immediately due and payable by Cronos and, upon receipt of such payment, Cronos shall have no further obligation to make any Equity Milestone Issuances or, if applicable, pay any further Milestone Cash Election Amounts.
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Termination Pursuant to Section 8. 3(b). (i) Subject to Sections 4.6 and 8.6, if Cronos terminates this Agreement pursuant to Section 8.3(b): (1) Ginkgo shall assign to Cronos, or a Cronos Affiliate designated by Cronos, its entire right, title and interest in any and all Collaboration Strains transferred pursuant to Section 2.8(c) and any Collaboration Strain and Process IP relating to such Collaboration Strains for which patent protection is sought, anywhere in the world and at any time, regardless of status, or for which the JSC or the IP SC has approved the seeking of such patent protection, as of the time of the Terminal Breach, that has been licensed to Cronos pursuant to Section 4.1(b); provided that Ginkgo shall have no obligation to so assign to a Cronos Affiliate to the extent such assignment would violate any Law, result in Ginkgo incurring additional tax liability or result in the violation of a contractual obligation or restriction that is not resolved after good faith discussions between the Parties. Cronos hereby grants Ginkgo a royalty-free, perpetual, worldwide, non-exclusive, sublicensable right to use any and all patented and patent-pending Collaboration Strain and Process IP assigned to Cronos or its designee under this Section 8.5(b)(i) for Development, Scale Up, Manufacture, and Commercialization of any substance that is not a Target Cannabinoid. Each Party shall execute all documents reasonably requested by the other to effect such assignment and license grants.
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Termination Pursuant to Section 8. 3(a). (i) Subject to Section 8.6, if Cronos terminates this Agreement pursuant to Section 8.3(a): (1) Ginkgo shall assign to Cronos its entire right, title and interest in any and all Collaboration Strains transferred pursuant to Section 2.8(c) and any pending or granted patent filings in Collaboration Strain and Process IP relating to such Collaboration Strains, anywhere in the world and at any time, regardless of status, or for which the JSC or the IP SC has approved the seeking of patent protection, as of the time of the Terminal Breach, and has been licensed to Cronos pursuant to Section 4.1(b); provided that Cronos shall file such approved patent application within thirty (30) days of termination. Cronos hereby grants Ginkgo a royalty-free, perpetual, worldwide, non-exclusive, sublicensable right to use any and all patented and patent pending Collaboration Strain and Process IP owned by Cronos under this Section 8.5(a)(i) for Development, Scale Up, Manufacture, and Commercialization of any substance that is not a Target Cannabinoid. . Each Party shall execute all documents reasonably requested by the other to effect the assignment and license grants.
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Termination Pursuant to Section 8. 2. (a) In the event of termination of this Agreement in its entirety by Bayer under Section 8.2, the Research Term and the Research Program shall terminate, all rights and licenses granted by Arvinas to Bayer under this Agreement with respect to all Collaboration Targets and Collaboration Compound IP shall terminate, and any and all exclusivity pursuant to Section 2.8 shall terminate. (b) In the event of partial termination of this Agreement by Bayer under Section 8.2 with respect to any Collaboration Target, the Research Program shall terminate with respect to such Collaboration Target, all rights and licenses granted by Arvinas to Bayer under this Agreement with respect to the relevant Collaboration Target and related Collaboration Compound IP shall terminate, and any exclusivity pursuant to Section 2.8 with respect to the relevant Collaboration Target shall terminate.
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Termination Pursuant to Section 8. 3.1. (a) In the event of partial termination of this Agreement by Arvinas under Section 8.3.1(a) with respect to any Collaboration Target, the Research Program shall terminate with respect to such Collaboration Target, all rights and licenses granted by Arvinas to Bayer under this Agreement with respect to the relevant Collaboration Target and related Collaboration Compound IP shall terminate, and any exclusivity pursuant to Section 2.8 with respect to the relevant Collaboration Target shall terminate. (b) In the event of termination of this Agreement in its entirety by Arvinas pursuant to Section 8.3.1, the Research Term and the Research Program shall terminate, all rights and licenses granted by Arvinas to Bayer under this Agreement with respect to all Collaboration Targets and Collaboration Compound IP shall terminate, and any and all exclusivity pursuant to Section 2.8 shall terminate. (c) In the event of termination of this Agreement in its entirety by Bayer pursuant to Section 8.3.1, the Research Term and the Research Program shall terminate, all rights and licenses granted by Arvinas to Bayer under this Agreement with respect to all Collaboration Targets and Collaboration Compound IP shall terminate, and any and all exclusivity pursuant to Section 2.8 shall terminate except as expressly provided below; provided, however, that Bayer may elect, by written notice to Arvinas delivered prior to the effective date of termination, with respect to any Collaboration Target for which Collaboration Compounds meeting relevant Bayer criteria have been identified under the Research Program and delivered to Bayer as of the relevant time, to retain its License under Section 3.1 and rights to related Collaboration Compound IP with respect to the relevant Collaboration Target in accordance with the terms of this Agreement, and associated payments accruing after the effective date of termination shall be owed and made in accordance with the terms of Article 5; provided, further, that in the event of termination by Bayer in accordance with Section 8.3.1(a), any such payments accruing after the effective date of termination shall be reduced by [**] percent ([**]%) from the amount otherwise owed. In the event of any such retained License, exclusivity pursuant to Section 2.8 shall continue with respect to the applicable Collaboration Target for the duration of such retained License. (d) In the event of partial termination of this Agreement by Bayer pursuant to Section 8.3...
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Related to Termination Pursuant to Section 8

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2016-2) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2016-2) Notes.

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

  • Pursuant to Section 2271 002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this Solicitation. If Respondent refuses to make that certification, Respondent shall state here any facts that make it exempt from the boycott certification:

  • Amendment to Section 8 22. Section 8.22 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment to Section 9 04(a). Section 9.04(a) is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 6 1. Section 6.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

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