Warner’s Re-engagement Option Sample Clauses

Warner’s Re-engagement Option. Warner may elect in writing to Onyx to resume the research and development of an Onyx Lead Compound at its own cost and under its sole direction at any time prior to [**] in respect of such compound. In such event, such Onyx Lead Compound shall immediately become a Collaboration Lead Compound for all purposes under this Agreement. Promptly after Warner makes such election, Warner will pay Onyx [**] Onyx's costs incurred for research and development of such Onyx Lead Compound. For purposes of this Section, Onyx's cost for research and development will mean (i) Onyx's "Burdened Cost" (as defined below) for each professional research and development FTE (not including the personnel committed to the Collaboration pursuant to Section 2.2) dedicated to the research and development of such Onyx Lead Compounds (with appropriate adjustment for staff members not fully dedicated to such work or not working a full year) and (ii) payments made to unaffiliated third parties, each to the extent incurred in connection with the relevant compound on or after its declaration as an Onyx Lead Compound and to the extent reasonably supported by invoices, time sheets or other appropriate records. The "Burdened Cost" for each Onyx FTE shall mean [**] for work performed during 1997, and will be revised for work performed during each succeeding calendar year by the change in the Consumer Price Index (as determined by the United States of America Department of Labor) during the preceding calendar year (except that the Burdened Cost for work performed during 1998 will be revised only by the change in the Consumer Price Index from the Effective date to December 31, 1997).
Sample 1
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Warner’s Re-engagement Option. If CoCensys is the Independent Party, Warner may elect to resume Preclinical Development and Development of an Independent Lead Compound or Independent Product and regain its right to commercialize such Independent Lead Compound or Independent Product if it notifies CoCensys of such election, in writing, prior to the initiation of Phase III clinical trials for the registration of such Independent Lead Compound or Independent Product (the "Warner Re-engagement Notice"). In such event, such Independent Lead Compound or Independent Product shall immediately become a Collaboration Lead Compound or Collaboration Product, as the case may be, for all purposes under this Agreement and Warner shall regain the right to co-promote such Independent Product in the Co-Promotion Country and to market and sell the Independent Product exclusively in all countries other than the Co-Promotion Country. Promptly after Warner makes such election, Warner shall pay CoCensys the percentage calculated according to the following table of the costs of research and development of the Independent Lead Compound or Independent Product incurred by CoCensys subsequent to the date upon which it commenced independent development or research and prior to the date of the Warner Re-engagement Notice, which payment shall be made in four equal quarterly installments beginning on the first day of the calendar quarter following the date of the election of the non-Independent Party: Date of Exercise of 100% less the Co-Development Re-engagement Option Percentage, multiplied by: -------------------- ------------------------------ [*] [*] [*] [*] [*] [*] *Confidential treatment requested
Sample 1
Warner’s Re-engagement Option. Warner may elect to resume the research and development of an Onyx Lead Compound at its own cost and under its sole direction at any time prior to [ * ] in respect of such compound. In such event, such Onyx Lead Compound shall immediately become a Collaboration Lead Compound for all purposes under this Agreement. Promptly after Warner makes such election, Warner will pay Onyx [ * ] Onyx’s costs incurred [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. for research and development of such Onyx Lead Compound. For purposes of this Section, Onyx’s cost for research and development will mean (i) Onyx’s “Burdened Cost” (as defined below) for each professional research and development FTE (not including the personnel committed to the Collaboration pursuant to Section 1.2) dedicated to the research and development of such Onyx Lead Compounds (with appropriate adjustment for staff members not fully dedicated to such work or not working a full year) and (ii) payments made to unaffiliated third parties, each to the extent incurred in connection with the relevant compound on or after its declaration as an Onyx Lead Compound and to the extent reasonably supported by invoices, time sheets or other appropriate records. The “Burdened Cost” for each Onyx FTE shall mean [ * ] for work performed during 1995, and will be revised for work performed during each succeeding calendar year by the change in the Consumer Price Index (as determined by the United States of America Department of Labor) during the preceding calendar year (except that the Burdened Cost for work performed during 1996 will be revised only by the change in the Consumer Price Index from the Effective date to December 31, 1995).
Sample 1
Warner’s Re-engagement Option. Warner may elect in writing to Onyx to resume the research and development of an Onyx Lead Compound at its own cost and under its sole direction at any time prior to [**] in respect of such compound. In such event, such Onyx Lead Compound shall immediately become a Collaboration Lead Compound for all purposes under this Agreement. Promptly after Warner makes such election, Warner will pay Onyx [**] Onyx's costs incurred for research and development of such Onyx Lead Compound. For purposes of this Section, [**] Confidential Treatment Requested
Sample 1
Warner’s Re-engagement Option. Warner may elect in writing to Onyx to resume the research and development of an Onyx Lead Compound at its own cost and under its sole direction at any time prior to [*] in respect of such compound. In such
Sample 1

Related to Warner’s Re-engagement Option

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  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Period of Continuous Service Period of Notice Up to 1 Year 1 Week More than 1 Year but less than 3 Years 2 Weeks More than 3 Years but less than 5 Years 3 Weeks More than 5 Years 4 Weeks

  • Consulting Period The Consulting Relationship will be deemed to have commenced on the Separation Date and will continue until October 15, 2023 unless the Consulting Relationship has already been terminated earlier pursuant to Section 3(g) below (the “Consulting Period”).

  • RELATIONSHIP TO PARENT AWARD This Agreement incorporates all the terms and conditions of the Award (AW825280CAV) as at 10 April 2006 with the exception of clauses 13, 16.2.1, 22.3.4, 22.3.5, 37.6 and 40.

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Limitation of Engagement to the Company The Company acknowledges that Xxxxxxxxxx has been retained only by the Company, that Xxxxxxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Xxxxxxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Xxxxxxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Xxxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Xxxxxxxxxx, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Xxxxxxxxxx to the Company in connection with Xxxxxxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Xxxxxxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxxxxxx.

  • Service Period The Service Period of this Agreement is for 1 year in respect of the unit and starts on the Start Date as defined in the Terms and Conditions, or, in the case of an extension of renewal of the provision of Support Services, starts on the date of payment of the Charges.

  • Stakeholder Engagement 7.6.01 Attend all Texas Immunizers and Stakeholders Working Groups (TISWG) and other designated stakeholder meetings (these meetings can be attended remotely) 7.6.02 Host at least 1 immunization stakeholder meeting per quarter (4 per contract year) Required Activity Suggested Activity

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "cause" shall mean (i) any act by Consultant of fraud or dishonesty (whether or not against or involving the Contractor), (ii) Consultant's competing with the business of the Contractor either directly or indirectly, (iii) Consultant's breach of any material provision of this Agreement, (iv) Consultant's failure to devote his best efforts to his duties under this Agreement or to perform such duties diligently and efficiently and in accordance with the directions of the Contractor or to otherwise fulfill his obligations under this Agreement, (v) Consultant's failure to comply with the decisions or policies of the Contractor, (vi) any act of moral turpitude by Consultant or (vii) any other matter constituting "cause" under applicable law.

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