Common use of Withdrawal from Committees Clause in Contracts

Withdrawal from Committees. At any time during the Term and for any reason, XenoPort shall have the right to withdraw from participation in the Committees upon written notice to GSK, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). Following the issuance of a Withdrawal Notice and subject to this Section 3.4(b), XenoPort’s representatives to the Committees shall not participate in any meetings of the Committees, nor shall XenoPort have any right to vote on decisions within the authority of the Committees. If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in the Committees, XenoPort shall notify GSK in writing and, thereafter, XenoPort’s representatives to the Committees shall be entitled to attend any subsequent meeting of the Committees and to participate in the activities of, and decision-making by, the Committees as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.4(b). Following XenoPort’s issuance of a Withdrawal Notice pursuant to this Section 3.4(b), unless and until XenoPort resumes participation in the Committees in accordance with this Section 3.4(b): (i) all meetings of the Committees shall be held at GSK’s facilities; (ii) GSK shall have the right to make the final decision on all matters within the scope of authority of the Committees [… * …]; (iii) XenoPort shall have the right to continue to receive the minutes of Committee meetings, but shall not have the right to approve the minutes for any Committee meeting held after XenoPort’s issuance of a Withdrawal Notice.

Withdrawal from Committees. At any time during the Term and for any reason, XenoPort either Party (the “Withdrawing Party”) shall have the right to withdraw from participation in the Committees upon written notice to GSKthe 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 3.4(b)2.7, XenoPortsuch Withdrawing Party’s representatives to the Committees shall not participate in any meetings of the Committees, nor shall XenoPort the Withdrawing Party have any right to vote on decisions within the authority of the Committees. If, at any time, time following the issuance [*] of a Withdrawal Notice, XenoPort the Withdrawing Party wishes to resume participation participating in the Committees, XenoPort it shall notify GSK in writing provide the other Party with [*] prior written notice and, thereafterfollowing such notice period, XenoPortthe Withdrawing Party’s representatives to the Committees shall be entitled to attend any subsequent meeting of the Committees and to participate in the activities of, and decision-making by, 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 3.4(b)2.7. Following XenoPortthe Withdrawing Party’s issuance of a Withdrawal Notice pursuant to this Section 3.4(b)2.7, unless and until XenoPort the Withdrawing Party resumes participation in the Committees in accordance with this Section 3.4(b): 2.7: (ia) all meetings of the Committees shall be held at GSKthe other Party’s facilities; (iib) GSK [*]; and (c) [*]. For clarity, the withdrawal by the Withdrawing Party from a Committee under this Section 2.7 shall have only limit the right Withdrawing Party’s rights, authority and obligations under this Article 2 with respect to make the final decision on all matters within the scope of authority participation in such Committee and shall not limit any other of the Committees [… * …]; (iii) XenoPort shall have the right to continue to receive the minutes of Committee meetingsWithdrawing Party’s rights, but shall not have the right to approve the minutes for any Committee meeting held after XenoPort’s issuance of a Withdrawal Noticeauthority or obligations set forth in this Agreement.

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 term of the Agreement and for any reason, XenoPort shall have the right to withdraw from participation in the one (1) or more Committees upon written notice to GSKXanodyne, which notice shall be effective immediately upon receipt (“"Withdrawal Notice”"). Following the issuance of a Withdrawal Notice and subject to this Section 3.4(b)3.3.2, XenoPort’s 's representatives to the Committees applicable Committee(s) shall not participate in any meetings of the Committeessuch Committee(s), nor shall XenoPort have any right to vote on decisions within the authority of the Committeessuch Committee(s). If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in the Committeessuch Committee(s), XenoPort shall notify GSK Xanodyne in writing and, thereafter, XenoPort’s 's representatives to the Committees such Committee(s) shall be entitled to attend any subsequent meeting of the Committees such Committee(s) and to participate in the activities of, and decision-making by, the Committees such Committee(s) as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.4(b)3.3.2. Following XenoPort’s 's issuance of a Withdrawal Notice pursuant to this Section 3.4(b)3.3.2, unless and until XenoPort resumes participation in the Committees applicable Committee(s) in accordance with this Section 3.4(b): 3.3.2: (ia) all meetings of the Committees such Committee(s) shall be held at GSK’s Xanodyne's facilities; (ii) GSK shall have the right to make the final decision on all matters within the scope of authority of the Committees [… * …]; (iii) XenoPort shall have the right to continue to receive the minutes of Committee meetings, but shall not have the right to approve the minutes for any Committee meeting held after XenoPort’s issuance of a Withdrawal Notice.

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 term of the Agreement and for any reason, XenoPort shall have the right to withdraw from participation in the one (1) or more Committees upon written notice to GSKXanodyne, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). Following the issuance of a Withdrawal Notice and subject to this Section 3.4(b)3.3.2, XenoPort’s representatives to the Committees applicable Committee(s) shall not participate in any meetings of the Committeessuch Committee(s), nor shall XenoPort have any right to vote on decisions within the authority of the Committeessuch Committee(s). If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in the Committeessuch Committee(s), XenoPort shall notify GSK Xanodyne in writing and, thereafter, XenoPort’s representatives to the Committees such Committee(s) shall be entitled to attend any subsequent meeting of the Committees such Committee(s) and to participate in the activities of, and decision-making by, the Committees such Committee(s) as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.4(b)3.3.2. Following XenoPort’s issuance of a Withdrawal Notice pursuant to this Section 3.4(b)3.3.2, unless and until XenoPort resumes participation in the Committees applicable Committee(s) in accordance with this Section 3.4(b): 3.3.2: (ia) all meetings of the Committees such Committee(s) shall be held at GSKXanodyne’s facilities; (iib) GSK Xanodyne shall have the right to make the final decision on all matters within the scope of authority of the Committees [… * …]such Committee(s); and (iiic) 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. * 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. At any time during the Term and for any reason, XenoPort Adolor shall have the right to withdraw from participation in the Committees upon written notice to GSKPfizer, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). Following the issuance of a Withdrawal Notice and subject to this Section 3.4(b)4.5, XenoPortAdolor’s representatives to the Committees shall not participate in any meetings of the Committees, nor shall XenoPort Adolor have any right to vote on decisions within the authority of the Committees. If, at any time, time following the issuance of a Withdrawal Notice, XenoPort Adolor wishes to resume participation participating in the Committees, XenoPort Adolor shall notify GSK Pfizer in writing and, thereafter, XenoPort’s Adolor representatives to the Committees shall be entitled to attend any subsequent meeting of the Committees and to participate in the activities of, and decision-making by, 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 3.4(b)4.5. Following XenoPortAdolor’s issuance of a Withdrawal Notice pursuant to this Section 3.4(b)4.5, unless and until XenoPort Adolor resumes participation in the Committees in accordance with this Section 3.4(b4.5 and subject to Section 4.1.4(b): (ia) all meetings of the Committees shall be held at GSKPfizer’s facilities; (iib) GSK Pfizer shall have the right to make the final decision on all matters within the scope of authority of the Committees [… * …]Committees; and (iiic) 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 any pending Committee meetingsdecisions, but shall not have the right to approve the minutes for any Committee meeting held after XenoPortAdolor’s issuance of a Withdrawal Notice. For clarity, the withdrawal by Adolor under this Section 4.5 shall only limit Adolor’s rights under this ARTICLE 4 with respect to 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 nonattendance at Committee meetings shall have no impact on the consideration provided for or due to Adolor under this Agreement.

Withdrawal from Committees. At any time during the Term and for any reason, XenoPort shall have the right to withdraw from participation in the Committees upon written notice to GSK, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). Following the issuance of a Withdrawal Notice and subject to this Section 3.4(b), XenoPort’s representatives to the Committees shall not participate in any meetings of the Committees, nor shall XenoPort have any right to vote on decisions within the authority of the Committees. If, at any time, following the issuance of a Withdrawal Notice, XenoPort wishes to resume participation in the Committees, XenoPort shall notify GSK in writing and, thereafter, XenoPort’s representatives to the Committees shall be entitled to attend any subsequent meeting of the Committees and to participate in the activities of, and decision-making by, the Committees as provided in this Article 3 as if a Withdrawal Notice had not been issued by XenoPort pursuant to this Section 3.4(b). Following XenoPort’s issuance of a Withdrawal Notice pursuant to this Section 3.4(b), unless and until XenoPort resumes participation in the Committees in accordance with this Section 3.4(b): (i) all meetings of the Committees shall be held at GSK’s facilities; (ii) GSK shall have the right to make the final decision on all matters within the scope of authority of the Committees [… * …]Committees; and (iii) XenoPort shall have the right to continue to receive the minutes of Committee meetings, but shall not have the right to approve the minutes for any Committee meeting held after XenoPort’s issuance of a Withdrawal Notice.