Voluntary Termination by Either Party Sample Clauses

Voluntary Termination by Either Party. (a) So long as such Party is not in breach of its obligations hereunder, either Party shall have the right to terminate this Agreement upon providing at least sixty (60) days' prior written notice to the other Party. In the event of termination under this Section 14.2, the following shall apply: (i) the terminating Party shall have no further rights under the licenses provided to it under Article 8, (ii) the terminating Party shall assign to the non-terminating Party the terminating Party's rights and obligations under any then existing licenses to Blocking Third Party Intellectual Property and Enhancing Third Party Intellectual Party for Licensed Products, (iii) the terminating Party shall be deemed to have granted to the non-terminating Party an exclusive worldwide license, with the right to grant sublicenses, under the terminating Party's rights and interests in all Elan Patents and Elan Know-how (in the case of termination by Elan) or Biogen Patents and Biogen Know-how (in the case of termination by Biogen) solely to develop, use, make, have made, market, sell, have sold and import Licensed Products in the Field in the Territory. The terminating Party shall retain all rights and interest in its own Patents and Know-how with respect to all products other than Licensed Products. A termination under this Section shall not relieve the terminating Party of any of its obligations to share in the Development Costs scheduled to be paid (meaning current obligations have been incurred and amounts are to be actually paid in the period) prior to the effective date of such termination under the then current Annual Workplan/Budget. In the event of termination under this Section, the terminating Party shall, at its cost, transfer to the other Party ownership of any regulatory submissions (including, without limitation, all Clinical Trial Application's and Drug Approval Applications) and Regulatory Approvals then in its name for all Licensed Product, and shall notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership. If ownership of a regulatory submission or Regulatory Approval cannot be transferred to the non-terminating Party in any country, the terminating Party shall grant to the non-terminating Party a permanent, exclusive and irrevocable right of access and reference to such regulatory submissions and Regulatory Approvals for Licensed Product in such country. If such right of access and re...
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Voluntary Termination by Either Party. Notwithstanding the provisions of Article 6.1 and 6.2 above, either BAE SYSTEMS or XXXX may terminate the Joint Development Program for any reason at any time after the completion of Phase I of the Joint Development Program by providing six (6) months prior written notice to the other party; provided, however, that in the event that BAE SYSTEMS exercises such right of termination, BAE Systems shall (i) return to XXXX, at BAE Systems’ expense, all equipment purchased by XXXX for the Joint Development Program; and (ii) reimburse XXXX all monies provided to BAE Systems pursuant to the Joint Development Program incurred to date of termination under $3.3M; reimburse XXXX for all costs reasonably incurred by XXXX and its personnel as a result of such termination under $50K. In addition, the licenses granted by BAE SYSTEMS to XXXX hereunder shall, upon such termination, be perpetual, irrevocable and non-royalty bearing. Any equipment purchased by BAE SYSTEMS for use in the JDP that is deemed surplus by BAE SYSTEMS after termination of the program, shall be made available for purchase by XXXX on terms to be agreed between both parties. In the event that XXXX shall terminate this Agreement pursuant to this Section 6.3, (i) XXXX shall have no obligation to make any payments otherwise required hereunder from and after the date on which XXXX gives notice of such termination, (ii) all licenses granted under Article III shall terminate at the time of giving notice of termination, and neither party shall have or assert rights to the Intellectual Property of the other party; (iii) each of BAE SYSTEMS and XXXX shall return or destroy all confidential information of the other and if destroyed, shall certify to such destruction, and (iv) all obligations of confidentiality assumed by the parties hereunder and pursuant to the Proprietary Information Exchange Agreement shall survive and continue for the duration of the applicable protections periods.
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Voluntary Termination by Either Party. 16.1. Either party has the right to terminate this Agreement at their discretion and for any reason, with or without cause. The termination shall be communicated in writing, providing notice to the other party.
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Voluntary Termination by Either Party. Employee may terminate the employment portion of this Agreement voluntarily by giving one hundred twenty (120) days written notice of such voluntary termination. Employer may terminate the employment portion of this Agreement for reasons other than Cause by giving one hundred twenty (120) days written notice of such termination.
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Voluntary Termination by Either Party. Notwithstanding any other provision herein, either Party may terminate this Agreement on a Licensed Product-by-Licensed Product basis immediately upon written notice to the other Party in the event that the FDA notifies Xxxx in writing that it has finally rejected the ANDA relating to such Licensed Product, and such rejection is not appealable, and to the extent that this Agreement remains in effect with respect to one or more other Licensed Products or dose(s), the Reservation Fee set forth in Section 7.2(c) shall be reduced, in percentage terms, by the percentage that Kos' sales of the affected dose(s) of the Licensed Product (including any sales by Kos of the equivalent dose(s) of Kos' reference listed drug for the Licensed Product) bears to Kos' sale of all Licensed Products (including any sales by Kos of the equivalent dose(s) of Kos' reference listed drug for the Licensed Products).
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Voluntary Termination by Either Party. Notwithstanding any other provision herein, either Party may terminate this Agreement on a Licensed Product-by-Licensed Product basis immediately upon written notice to the other Party in the event that the FDA notifies Bxxx in writing that it has finally rejected the ANDA relating to such Licensed Product, and such rejection is not appealable. For avoidance of doubt, any termination pursuant to this Section 8.2 as to one Licensed Product (but not both Licensed Products) shall not modify the amount of any payment due under Article 2 in connection with exercising the Option as to the other Licensed Product.
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Voluntary Termination by Either Party. Either party may terminate the Executive’s employment with the Company without cause at any time upon three (3) months written notice. The Company shall have the right, in its sole discretion, to require Executive to continue working for the Company during the notice period. If the Company terminates Executive without cause pursuant to this Section 2.1, the Board shall take the necessary steps so that the period during which Executive shall be permitted to exercise his stock options, shall be extended to one (1) year from the effective date of his termination.
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Voluntary Termination by Either Party. Either Party shall have the right to terminate its co-funding obligation (the “Non-Continuing Party”) for the Collaboration Program for the Initial Collaboration Products and/or the Collaboration Program for the Second Collaboration Products, effective [ * ] (the “Opt-Out Date”) after providing irrevocable, written notice to the other Party (the “Continuing Party”) of such election to terminate (the “Opt-Out Notice”). For the avoidance of doubt, if a Party exercises its right to terminate its co-funding obligation with respect to a Collaboration Program, such termination shall cover [ * ] . Within [ * ] after receipt of such notice, the Continuing Party shall notify the Non-Continuing Party in writing whether or not it elects to assume sole responsibility for, and all costs and obligations of, the continued Development and Commercialization of such Collaboration Product. If the Continuing Party so elects, upon the effective date of such termination: (a) such Collaboration Product shall -29-
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Voluntary Termination by Either Party. Either party may terminate the Executive’s employment with the Company without cause at any time upon three (3) months written notice. The Company shall have the right, in its sole discretion, to require Executive to continue working for the Company during the notice period. If the Company terminates the Executive without cause pursuant to this Section 2.1 the Board of Directors shall take the necessary steps so that the period during which the Executive shall be permitted to exercise his stock options to purchase shares of common stock of the Parent in accordance with the Parent’s employee stock option plan(s) as in effect from time to time (the “Options”), shall be extended to the shorter of (a) one (1) year from the effective date of his termination or (b) the expiration date of the options.
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Related to Voluntary Termination by Either Party

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Voluntary Termination by Employee Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

  • Voluntary Termination by Company COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.

  • Termination by Employee Employee may terminate his employment under this Agreement by 60 days' written notice to the Company.

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "

  • Termination by Employer for Cause Employer may terminate Employee’s employment hereunder for “Cause” upon notice to Employee. “Cause” for this purpose shall mean any of the following:

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by Employee for Cause In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Employee’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

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