Termination and License Agreement Sample Contracts

EX-10.12 15 dex1012.htm TERMINATION AND LICENSE AGREEMENT Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • May 5th, 2020 • Indiana

THIS TERMINATION AND LICENSE AGREEMENT (“Agreement”), effective as of December 18, 2003 (“Effective Date”), is made by and among Eli Lilly and Company, a corporation organized under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (hereinafter “Lilly”), Pharmaceutical Product Development, Inc., a corporation organized under the laws of the State of North Carolina (hereinafter “PPD”), GenuPro, Inc., a wholly-owned subsidiary of PPD, and a corporation organized under the laws of North Carolina (hereinafter “GenuPro”) and APBI Holdings, LLC, a wholly-owned subsidiary of PPD, and a limited liability company organized under the laws of North Carolina (hereinafter “APBI Holdings”). (Each party to this Agreement is hereinafter referred to as a “Party”, or collectively, the “Parties.” All references to a Party shall be deemed to include that Party’s Affiliates).

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TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • New Jersey

This Termination and License Agreement (the “Agreement”) is made and entered into as of May 24, 2013 (the “Effective Date”) by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and Scynexis, Inc., a Delaware corporation with a principal place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (“Scynexis”) (each individually a “Party” and, collectively, the “Parties”).

AMENDED AND RESTATED TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware

Lockton v. Interactive Network, Inc., ("dismissed without prejudice") U.S. Bankruptcy Court Northern District of California Case No. 98-34055-DM-11, Adversary No. 99-3301-DM.

THIRD AMENDMENT TO TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • May 8th, 2018 • Scynexis Inc • Pharmaceutical preparations

THIS THIRD AMENDMENT TO TERMINATION AND LICENSE AGREEMENT (the “Third Amendment”) is made and entered into as of January 5th 2018 by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and SCYNEXIS, Inc., a Delaware corporation with a principal place of business at 101 Hudson Street, Suite 3610, Jersey City, NJ 07302 (“Scynexis”).

TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • July 16th, 2012 • Remedent, Inc. • Dental equipment & supplies • California

THIS TERMINATION AND LICENSE AGREEMENT (this “Agreement”) is entered into by and among Remedent, Inc., a Nevada corporation (“Remedent Nevada”), Remedent N.V., a Belgian corporation (“Remedent Belgium”, and together with Remedent Nevada, “Remedent”), and Den-Mat Holdings, LLC, a Delaware limited liability company (“Den-Mat”), as of this 27 day of March 2012 (the “Effective Date”). Each of Remedent Nevada, Remedent Belgium and Den-Mat may be individually referred to as a “Party” and collectively as the “Parties.”

TERMINATION AND LICENSE AGREEMENT Between ZYMEWORKS BC INC. and DAIICHI SANKYO CO., LTD. Effective February 28, 2023
Termination and License Agreement • May 8th, 2023 • Zymeworks Inc. • Pharmaceutical preparations

This Agreement (“Agreement”) is effective as of February 28, 2023 (“Effective Date”) regardless of date of last signature below, and is entered into by and between Daiichi Sankyo Co, Ltd., a Japanese corporation having its principal offices at 3-5-1 Nihonbashi Honcho, Chuo-ku, Tokyo 103-8426, Japan (“DS”) and Zymeworks BC Inc., formerly Zymeworks Inc., a corporation existing under the laws of British Columbia, having an address at 114 East 4th Avenue, Suite 800, Vancouver, BC Canada V5T 1G4 (“Zymeworks”). Each of DS and Zymeworks is a “Party” to this Agreement, and together are the “Parties” to this Agreement.

THIRD AMENDMENT TO TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • November 13th, 2023 • Scynexis Inc • Pharmaceutical preparations

THIS THIRD AMENDMENT TO TERMINATION AND LICENSE AGREEMENT (the “Third Amendment”) is made and entered into as of January 5th 2018 by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and SCYNEXIS, Inc., a Delaware corporation with a principal place of business at 101 Hudson Street, Suite 3610, Jersey City, NJ 07302 (“Scynexis”).

TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • March 5th, 2010 • Micromet, Inc. • Biological products, (no disgnostic substances) • New York

This Termination and License Agreement (the “Agreement”) is made and entered into effective as of November 4, 2009 (the “Effective Date”), by and between Micromet AG, having its principal place of business at Staffelseestrasse 2, 81477, Munich, Germany (“Micromet”), and MedImmune, LLC, having its principal place of business at One MedImmune Way, Gaithersburg, MD 20878 (“MedImmune”). Micromet and MedImmune each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • July 20th, 2010 • Micromet, Inc. • Biological products, (no disgnostic substances) • New York

This Termination and License Agreement (the “Agreement”) is made and entered into effective as of November 4, 2009 (the “Effective Date”), by and between Micromet AG, having its principal place of business at Staffelseestrasse 2, 81477, Munich, Germany (“Micromet”), and MedImmune, LLC, having its principal place of business at One MedImmune Way, Gaithersburg, MD 20878 (“MedImmune”). Micromet and MedImmune each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

SECOND AMENDMENT TO TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • November 13th, 2023 • Scynexis Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO TERMINATION AND LICENSE AGREEMENT (the “Second Amendment”) is made and entered into as of December 21, 2016 by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and SCYNEXIS, Inc., a Delaware corporation with a principal place of business at 101 Hudson Street, Suite 3610, Jersey City, NJ 07302 (“Scynexis”).

TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • November 25th, 2020 • NTN Buzztime Inc • Pharmaceutical preparations • New York

This TERMINATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of June 22, 2018 (the “Effective Date”) by and among Celgene Corporation, a Delaware corporation (“Celgene”), and IRX Therapeutics, Inc., a Delaware corporation (“Licensee”). Licensee and Celgene are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”

FOURTH AMENDMENT TO TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • March 29th, 2021 • Scynexis Inc • Pharmaceutical preparations

THIS FOURTH AMENDMENT TO TERMINATION AND LICENSE AGREEMENT (the “Fourth Amendment”) is made and entered into as of December 2, 2020 by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and SCYNEXIS, Inc., a Delaware corporation with a principal place of business at 1 Evertrust Plaza, 13th Floor, Jersey City, NJ 07302 (“Scynexis”).

SECOND AMENDMENT TO TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • March 13th, 2017 • Scynexis Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO TERMINATION AND LICENSE AGREEMENT (the “Second Amendment”) is made and entered into as of December 21, 2016 by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and SCYNEXIS, Inc., a Delaware corporation with a principal place of business at 101 Hudson Street, Suite 3610, Jersey City, NJ 07302 (“Scynexis”).

TERMINATION AND LICENSE AGREEMENT
Termination and License Agreement • December 21st, 2005 • Dyadic International Inc • Services-commercial physical & biological research

THIS TERMINATION AND LICENSE AGREEMENT (this “Agreement”) is made as of the 19th day of December and effective as of November 23, 2005 (the “Effective Date”) by and between Dyadic Netherland, B.V., a Dutch corporation (“Dyadic NL”), its parent, Dyadic International (USA), Inc., a Florida, USA corporation (“Dyadic USA”), its parent, Dyadic International, Inc., a Delaware, USA corporation (“Dyadic Parent” and together with Dyadic NL and Dyadic USA, the “Dyadic Parties”), Nederlandse Organisatie voor toegepast-natuurwetenschappeijk onderzoek TNO Netherlands Organisation for Applied Scientific Research and more specifically TNO Quality of Life (formerly known as TNO Nutrition and Food Research Institute), Zeist, the Netherlands (“TNO”) and its wholly owned subsidiary, TNO Bedrijven B.V., a Dutch corporation (“TNO\BV” and together with TNO, the “TNO Parties”). The Dyadic Parties and the TNO Parties are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Pa

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