Xxxxx’x Discontinuance and Out Sample Clauses

Xxxxx’x Discontinuance and Out. License of a Product. Lilly Companies may, at its sole discretion and without any penalty or liability, discontinue its development and commercialization of any Product at any time, for any reason so long as such Lilly decision is consistent with its Commercially Reasonable Efforts. At any time commencing on the Effective Date and expiring [***] after the expiration of the Research Term, in the event that Xxxxx elects to out-license a Product then prior to licensing such Product to a Third Party, Xxxxx will notify BCGT in writing of the same and BCGT will have the option to enter into good faith negotiations to in-license such Product at issue (“BCGT Negotiation Option”). BCGT may exercise the BCGT Negotiation Option by providing written notice of the same to Lilly within sixty (60) days from Xxxxx’x written notification of its desire to out-license the Product at issue. If BCGT exercises the BCGT Negotiation Option, BCGT and Xxxxx will negotiate, in good faith a license agreement for the particular Product at issue whereby BCGT would obtain an exclusive license to Exploit such Product. If BCGT and Xxxxx, in spite of good faith efforts, are unable to agree on such terms within one hundred and twenty (120) days (“Negotiation Period”) from BCGT exercising the BCGT Negotiation Option, then Lilly Companies shall be free to further develop such Product or license it to a Third Party at conditions and terms no less favorable than the conditions terms offered by BCGT. Until such time as the BCGT Negotiation Option has lapsed for a particular Product at issue or, if applicable, the Negotiation Period has expired, Xxxxx agrees that it will not enter into any license or other arrangement with a Third Party that would convey any rights or other interests in the particular Product at issue. Furthermore, in the event that Lilly discontinues its efforts with respect to a particular Platform Product in its entirety and has fully exhausted its out-licensing efforts in its entirety, then Lilly will notify BCGT, in writing, of such event and upon such notification, Xxxxx’x exclusive license with respect to such Platform Product shall become a non-exclusive license. THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
Sample 1
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Related to Xxxxx’x Discontinuance and Out

  • SERVICE XXXX USE A. Controlled Affiliate recognizes the importance of a comprehensive national network of independent BCBSA licensees which are committed to strengthening the Licensed Marks and Name. The Controlled Affiliate further recognizes that its actions within its Service Area may affect the value of the Licensed Marks and Name nationwide.

  • XXXREAS the Trust is registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as an open-end, series management investment company; and

  • XXXXEAS Employer is engaged in the telephone and telecommunication installation and service, and manufacture sale and installation of highway signs and traffic control products.

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and

  • Xxxxx, Esq Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

  • Incident Event and Communications Management a. Incident Management/Notification of Breach - Transfer Agent shall develop, implement and maintain an incident response plan that specifies actions to be taken when Transfer Agent or one of its subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following:

  • Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to:

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

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