Common use of Withdrawal from Committees Clause in Contracts

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement and for any reason, XenoPort shall have the right to withdraw from participation in one (1) or more Committees upon written notice to Xanodyne, which notice shall be effective immediately upon receipt ("Withdrawal Notice"). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.2, XenoPort's representatives to the applicable Committee(s) shall not participate in any meetings of such Committee(s), nor shall XenoPort have any right to vote on decisions within the authority of such Committee(s). If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in such Committee(s), XenoPort shall notify Xanodyne in writing and, thereafter, XenoPort's representatives to such Committee(s) shall be entitled to attend any subsequent meeting of such Committee(s) and to participate in the activities of, and decision-making by, such Committee(s) as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.3.2. Following XenoPort's issuance of a Withdrawal Notice pursuant to this Section 3.3.2, unless and until XenoPort resumes participation in the applicable Committee(s) in accordance with this Section 3.3.2: (a) all meetings of such Committee(s) shall be held at Xanodyne's facilities; (b) Xanodyne shall have the right to make the final decision on all matters within the scope of authority of such Committee(s); and (c) XenoPort shall have the right to continue to receive the minutes of such Committee meetings, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's issuance of a Withdrawal Notice. For clarity, XenoPort's election to withdraw from participation in any or all Committees shall not constitute a breach of this Agreement by XenoPort.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement Term and for any reason, XenoPort shall have the right to withdraw from participation in one (1) or more the Committees upon written notice to XanodyneGSK, which notice shall be effective immediately upon receipt ("“Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.23.4(b), XenoPort's ’s representatives to the applicable Committee(s) Committees shall not participate in any meetings of such Committee(s)the Committees, nor shall XenoPort have any right to vote on decisions within the authority of such Committee(s)the Committees. If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in such Committee(s)the Committees, XenoPort shall notify Xanodyne GSK in writing and, thereafter, XenoPort's ’s representatives to such Committee(s) the Committees shall be entitled to attend any subsequent meeting of such Committee(s) the Committees and to participate in the activities of, and decision-making by, such Committee(s) the Committees as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.3.23.4(b). Following XenoPort's ’s issuance of a Withdrawal Notice pursuant to this Section 3.3.23.4(b), unless and until XenoPort resumes participation in the applicable Committee(s) Committees in accordance with this Section 3.3.2: 3.4(b): (ai) all meetings of such Committee(s) the Committees shall be held at Xanodyne's GSK’s facilities; (bii) Xanodyne GSK shall have the right to make the final decision on all matters within the scope of authority of such Committee(s)the Committees [… * …]; and (ciii) XenoPort shall have the right to continue to receive the minutes of such Committee meetings, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's ’s issuance of a Withdrawal Notice. For clarity, XenoPort's election to withdraw from participation in any or all Committees shall not constitute a breach of this Agreement by XenoPort.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement Term and for any reason, XenoPort either Party (the “Withdrawing Party”) shall have the right to withdraw from participation in one (1) or more the Committees upon written notice to Xanodynethe other Party, which notice shall be effective immediately upon receipt ("the “Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.22.7, XenoPort's such Withdrawing Party’s representatives to the applicable Committee(s) Committees shall not participate in any meetings of such Committee(s)the Committees, nor shall XenoPort the Withdrawing Party have any right to vote on decisions within the authority of such Committee(s)the Committees. If, at any time, time following the issuance [*] of a Withdrawal Notice, XenoPort the Withdrawing Party wishes to resume participation participating in such Committee(s)the Committees, XenoPort it shall notify Xanodyne in writing provide the other Party with [*] prior written notice and, thereafterfollowing such notice period, XenoPort's the Withdrawing Party’s representatives to such Committee(s) the Committees shall be entitled to attend any subsequent meeting of such Committee(s) the Committees and to participate in the activities of, and decision-making by, such Committee(s) the Committees as provided in this Article 3 2 as if a Withdrawal Notice had not been issued by XenoPort such Party pursuant to this Section 3.3.22.7. Following XenoPort's the Withdrawing Party’s issuance of a Withdrawal Notice pursuant to this Section 3.3.22.7, unless and until XenoPort the Withdrawing Party resumes participation in the applicable Committee(s) Committees in accordance with this Section 3.3.22.7: (a) all meetings of such Committee(s) the Committees shall be held at Xanodyne's the other Party’s facilities; (b) Xanodyne shall have the right to make the final decision on all matters within the scope of authority of such Committee(s)[*]; and (c) XenoPort shall have the right to continue to receive the minutes of such Committee meetings, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's issuance of a Withdrawal Notice[*]. For clarity, XenoPort's election the withdrawal by the Withdrawing Party from a Committee under this Section 2.7 shall only limit the Withdrawing Party’s rights, authority and obligations under this Article 2 with respect to withdraw from participation in any or all Committees such Committee and shall not constitute a breach limit any other of the Withdrawing Party’s rights, authority or obligations set forth in this Agreement by XenoPortAgreement.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement Term and for any reason, XenoPort shall have the right to withdraw from participation in one (1) or more the Committees upon written notice to XanodyneGSK, which notice shall be effective immediately upon receipt ("“Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.23.4(b), XenoPort's ’s representatives to the applicable Committee(s) Committees shall not participate in any meetings of such Committee(s)the Committees, nor shall XenoPort have any right to vote on decisions within the authority of such Committee(s)the Committees. If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in such Committee(s)the Committees, XenoPort shall notify Xanodyne GSK in writing and, thereafter, XenoPort's ’s representatives to such Committee(s) the Committees shall be entitled to attend any subsequent meeting of such Committee(s) the Committees and to participate in the activities of, and decision-making by, such Committee(s) the Committees as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.3.23.4(b). Following XenoPort's ’s issuance of a Withdrawal Notice pursuant to this Section 3.3.23.4(b), unless and until XenoPort resumes participation in the applicable Committee(s) Committees in accordance with this Section 3.3.2: 3.4(b): (ai) all meetings of such Committee(s) the Committees shall be held at Xanodyne's GSK’s facilities; (bii) Xanodyne GSK shall have the right to make the final decision on all matters within the scope of authority of such Committee(s)the Committees; and (ciii) XenoPort shall have the right to continue to receive the minutes of such Committee meetings, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's ’s issuance of a Withdrawal Notice. For clarity, XenoPort's election to withdraw from participation in any or all Committees shall not constitute a breach of this Agreement by XenoPort.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's ’s participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement and for any reason, XenoPort shall have the right to withdraw from participation in one (1) or more Committees upon written notice to Xanodyne, which notice shall be effective immediately upon receipt ("“Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.2, XenoPort's ’s representatives to the applicable Committee(s) shall not participate in any meetings of such Committee(s), nor shall XenoPort have any right to vote on decisions within the authority of such Committee(s). If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in such Committee(s), XenoPort shall notify Xanodyne in writing and, thereafter, XenoPort's ’s representatives to such Committee(s) shall be entitled to attend any subsequent meeting of such Committee(s) and to participate in the activities of, and decision-making by, such Committee(s) as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.3.2. Following XenoPort's ’s issuance of a Withdrawal Notice pursuant to this Section 3.3.2, unless and until XenoPort resumes participation in the applicable Committee(s) in accordance with this Section 3.3.2: (a) all meetings of such Committee(s) shall be held at Xanodyne's ’s facilities; (b) Xanodyne shall have the right to make the final decision on all matters within the scope of authority of such Committee(s); and (c) XenoPort shall have the right to continue to receive the minutes of such Committee meetings, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's ’s issuance of a Withdrawal Notice. For clarity, XenoPort's ’s election to withdraw from participation in any or all Committees shall not constitute a breach of this Agreement by XenoPort. * Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement Term and for any reason, XenoPort Adolor shall have the right to withdraw from participation in one (1) or more the Committees upon written notice to XanodynePfizer, which notice shall be effective immediately upon receipt ("“Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.24.5, XenoPort's Adolor’s representatives to the applicable Committee(s) Committees shall not participate in any meetings of such Committee(s)the Committees, nor shall XenoPort Adolor have any right to vote on decisions within the authority of such Committee(s)the Committees. If, at any time, time following the issuance of a Withdrawal Notice, XenoPort Adolor wishes to resume participation participating in such Committee(s)the Committees, XenoPort Adolor shall notify Xanodyne Pfizer in writing and, thereafter, XenoPort's Adolor representatives to such Committee(s) the Committees shall be entitled to attend any subsequent meeting of such Committee(s) the Committees and to participate in the activities of, and decision-making by, such Committee(s) the Committees as provided in this Article 3 ARTICLE 4 as if a Withdrawal Notice had not been issued by XenoPort Adolor pursuant to this Section 3.3.24.5. Following XenoPort's Adolor’s issuance of a Withdrawal Notice pursuant to this Section 3.3.24.5, unless and until XenoPort Adolor resumes participation in the applicable Committee(s) Committees in accordance with this Section 3.3.2: 4.5 and subject to Section 4.1.4(b): (a) all meetings of such Committee(s) the Committees shall be held at Xanodyne's Pfizer’s facilities; (b) Xanodyne Pfizer shall have the right to make the final decision on all matters within the scope of authority of such Committee(s)the Committees; and (c) XenoPort Adolor shall have the right to continue to receive all reports and materials provided to the minutes Committees hereunder as well as reasonable advance notice of such any pending Committee meetingsdecisions, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's Adolor’s issuance of a Withdrawal Notice. For clarity, XenoPort's election the withdrawal by Adolor under this Section 4.5 shall only limit Adolor’s rights under this ARTICLE 4 with respect to withdraw from participation in the Committees; notwithstanding any obligation to the contrary contained herein, Adolor’s attendance at Committee meetings shall be optional and Adolor’s withdrawal or all Committees nonattendance at Committee meetings shall not constitute a breach of have no impact on the consideration provided for or due to Adolor under this Agreement by XenoPortAgreement.

Withdrawal from Committees. Notwithstanding Sections 3.1, 3.2 and 3.3.1 above, it is understood that XenoPort's participation in any Committee is not an obligation of, or a deliverable to be provided by, XenoPort under this Agreement and that such participation is a right of XenoPort that XenoPort may exercise or waive, in its discretion. At any time during the term of the Agreement Term and for any reason, XenoPort Cell Genesys shall have the right to withdraw from participation in one (1) or more the Committees upon written notice to XanodyneTakeda, which notice shall be effective immediately upon receipt ("“Withdrawal Notice"”). Following the issuance of a Withdrawal Notice and subject to this Section 3.3.23.5, XenoPort's Cell Genesys’ representatives to the applicable Committee(s) Committees shall not participate in any meetings of such Committee(s)the Committees, nor shall XenoPort Cell Genesys have any right to vote on decisions within the authority of such Committee(s)the Committees. If, at any time, time following the second anniversary of the issuance of a Withdrawal Notice, XenoPort Cell Genesys wishes to resume participation participating in such Committee(s)the Committees, XenoPort Cell Genesys shall notify Xanodyne in writing provide Takeda with ninety (90) days prior written notice and, thereafterfollowing such notice period, XenoPort's Cell Genesys representatives to such Committee(s) the Committees shall be entitled to attend any subsequent meeting of such Committee(s) the Committees and to participate in the activities of, and decision-making by, such Committee(s) the Committees as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort Cell Genesys pursuant to this Section 3.3.23.5. Following XenoPort's Cell Genesys’ issuance of a Withdrawal Notice pursuant to this Section 3.3.23.5, unless and until XenoPort Cell Genesys resumes participation in the applicable Committee(s) in accordance with this Section 3.3.2: (a) all meetings of such Committee(s) shall be held at Xanodyne's facilities; (b) Xanodyne shall have the right to make the final decision on all matters within the scope of authority of such Committee(s); and (c) XenoPort shall have the right to continue to receive the minutes of such Committee meetings[*] = INDICATES THAT CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, but shall not have the right to approve the minutes for any such Committee meeting held after XenoPort's issuance of a Withdrawal NoticeAS AMENDED. For clarity, XenoPort's election to withdraw from participation in any or all Committees shall not constitute a breach of this Agreement by XenoPortCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.