Vetoed Project Sample Clauses

Vetoed Project. Procter & Xxxxxx shall have the right to veto a proposed Research Project ("Vetoed Project") if in good faith it determines that the Target proposed for the project is a part of an existing Procter & Xxxxxx program as defined by an internal Procter & Xxxxxx research project proposal and an approved annual budget. All of Procter & Gamble's ownership rights pursuant to Section 5.1 to inventions directly related to the Vetoed Project made solely by Regeneron employees shall revert to Regeneron. All of Regeneron's ownership rights pursuant to Section 5.1 to inventions directly related to the Vetoed Project made solely by Procter & Xxxxxx employees shall revert to Procter & Xxxxxx. Regeneron may not pursue the Vetoed Project during Fiscal Years *****. At any time after Fiscal Year ***, Regeneron may elect to pursue the Vetoed Project if, during the twelve (12) months prior to that election, (a) Regeneron has not Opted Out of research, development or marketing of a Compound and (b) has not required Procter & Xxxxxx to purchase securities pursuant to Section 3.5 of the Securities Purchase Agreement. Upon such election and notice to Procter & Xxxxxx, the Vetoed Project shall be deemed an Excluded Research Project. If Regeneron makes such an election, then Regeneron may not require Procter & Xxxxxx to purchase securities pursuant to Section 3.5 of the Securities Purchase Agreement during the twenty-four (24) months following the election. In addition, if Regeneron Opts Out of the research, development or marketing of a Compound during the twenty-four (24) months following the election, then Regeneron may either (a) terminate work on the Vetoed Project or (b) have the royalties payable by Procter & Xxxxxx under Section 6.1 with respect to such Compound shall be reduced by *****. If Regeneron elects to terminate work on the Vetoed Project, then the Vetoed Project will be deemed to never have been a Vetoed Project and the rights to inventions made solely by Regeneron employees or solely by Procter & Xxxxxx employees directly related to the Vetoed Project shall be jointly owned by Procter & Xxxxxx and Regeneron as set forth in Section 5.1.
Sample 1
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Related to Vetoed Project

  • Project The Land and all improvements thereon, including the Building, the Parking Facilities, and all Common Areas.

  • Development of the Project The Board of Managers shall take such actions as shall be required to cause either the Company or the Management Company (as defined in Section 9(b) below) to perform and complete the construction and other development work as contemplated and/or required under the NVR Purchase and Sale Agreements, or any other construction company selected by the Board of Managers (the “Development Work”), substantially in accordance with the Project Plan, at a cost to the Company not exceeding the total cost set forth in the Budget, in a manner consistent with this Agreement and all applicable laws, ordinances, rules, regulations or requirements (including, without limitation, those with respect to discrimination) of governmental authorities, and in compliance with any covenants, conditions or restrictions affecting all or any portion of the Property.

  • The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors.

  • Projects 3.3.1 Exult Supplier shall perform the impact analysis as described in Section 4.

  • Construction Budget Administrative Agent shall have received each of the Construction Budget in form and substance reasonably satisfactory to Administrative Agent (in consultation with the Independent Engineer).

  • Budget For Tenant Improvements A preliminary detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements is set forth on Schedule 3 attached hereto (the “Budget”). The Budget is based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1.5% of the TI Costs, which Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. Landlord shall provide Tenant with a final Budget promptly following approval of the TI Construction Drawings by Landlord and Tenant. The Budget shall be subject to Tenant’s review and approval which approval shall not be unreasonably withheld, conditioned or delayed by Tenant. Tenant shall have the right to approve any use of the contingency in the Budget by Landlord; provided, however, that, Tenant’s approval shall not be unreasonably withheld, conditioned or delayed, and the contingency shall not be available for use by Tenant for any Changes until all unforeseen conditions, changes to resulting from governmental agencies and the like have first been paid for out of the contingency.

  • Capital Improvements Section 3.18 of Shareholder's Disclosure Memorandum describes all of the capital improvements or purchases or other capital expenditures (as determined in accordance with GAAP) which the Company has committed to or contracted for which have not been completed prior to the date hereof and the cost and expense reasonably estimated to complete such work and purchases.

  • Project Budget The budget approved by Member Consent for the acquisition, construction, development, marketing and financing of the Project. The initial Project Budget is attached hereto as Exhibit G.

  • Lessee Improvements Lessee shall not make or allow to be made any alterations or physical additions in or to the leased premises without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. Any alterations, physical additions or improvements to the leased premises made by Lessee shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease provided that Lessee shall be entitled to retain the property listed on Exhibit A attached hereto, and provided further that, Lessor, at its option, may require Lessee to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Lessee took possession, reasonable wear and tear excepted, all costs of removal and/or alterations to be borne by Lessee. This clause shall not apply to moveable equipment of furniture owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Lessor.

  • Additional Improvements Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Industrial Center by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request.

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