Anacor Diligence Failure Event Sample Clauses

Anacor Diligence Failure Event. In the event that at any time during the Research Collaboration Term Anacor materially fails to conduct the Research Collaboration with respect to a given Target and/or Collaboration Compound in accordance with its diligence obligations under Section 2.4 (including 2.4.1), then GSK shall have the right to allege a failure of diligence on the part of Anacor (an "Anacor Diligence Failure Event") by written notice of same to Anacor, such notice to set forth the detailed basis for such alleged failure of diligence. Subject to Section 2.4.3 below, upon receipt of such notice of an Anacor Diligence Failure Event, Anacor shall have [***] within which to cure such Anacor Diligence Failure Event. Upon conclusion of [***] cure period, if Anacor has not cured such Anacor Diligence Failure Event to GSK's reasonable satisfaction, GSK shall have the right to immediately terminate, upon written notice to Anacor, the Project to which the Anacor Diligence Failure Event relates (a "Project Termination"). Upon a Project Termination, the Leading Compound with respect to such Project, all Back-Up Compounds and, solely with respect to Project 1, Follow-On Compounds related thereto, and all other Collaboration Compounds as provided in Sections 4.1.1(a)(iii), (b)(iii), (c)(iii) and (d)(iii) (as applicable to the terminated Project) shall be deemed to be GSK Development Compounds. In this regard but subject to Section 2.4.3, Anacor shall grant and does hereby grant, as of the effective date of the Project Termination, an exclusive (even as to Anacor and its Affiliates), worldwide license (with the right to grant sublicenses) under the Anacor IP to make, have made, use, sell, offer for sale and import Products incorporating such GSK Development Compounds from the terminated Project in the Field throughout the Territory. GSK shall pay to Anacor a royalty on annual Net Sales of such Product at a rate that is equal to fifty percent (50%) of the applicable royalty rates set forth in Section 6.5 as follows: (a) in the event that such GSK Development Compound incorporated in such Product has not achieved the Candidate Selection Criteria prior to the effective date of Project Termination, the applicable royalty rate shall be the royalty rate for the exercise of the Candidate Selection Option with respect to the terminated Project; (b) in the event that such GSK Development Compound has achieved the Candidate Selection Criteria prior to the effective date of the Project Termination, the ap...
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Anacor Diligence Failure Event. (a) If at any time during the Research Collaboration Term Anacor materially fails to conduct the Research Collaboration in accordance with the Research Plan and its diligence obligations in Sections 2.4, 2.6.6(a) or 2.6.6(d) (an “Anacor Diligence Failure Event”), including for example, by failing to commence appropriate toxicology testing on one or more promising Anacor Compounds in accordance with the Research Plan or by allocating materially insufficient resources for Development activities hereunder, then Medicis shall have the right to allege an Anacor Diligence Failure Event by providing written notice of same to Anacor, such notice setting forth the basis for such alleged failure of diligence. For clarity, any delay or failure to achieve a milestone or deliverable set forth in the Research Plan, to the extent caused by a scientific or technical failure or difficulty, shall not be considered a breach of this Agreement so long as Anacor is conducting the activities set forth in the Research Plan that are instructed by results of previous activities under the Research Plan. [ * ] = 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.
Sample 1
Anacor Diligence Failure Event. Upon the occurrence of an Anacor Diligence Failure Event that also constitutes a material breach, Medicis may either (a) elect the procedures and remedies set forth in Section 2.4.1, which shall be Medicis’s sole and exclusive remedy for such material breach or (b) proceed in accordance with this Section 12.2 and Section 12.6.3. [ * ] = 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.
Sample 1

Related to Anacor Diligence Failure Event

  • Epidemic Failure In the event that CONTRACTUAL PRODUCTS under warranty have the same or similar functional defect during a time period of three (3) months and the number of defected CONTRACTUAL PRODUCTS exceed [***] of the quantity delivered within this time period, this [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. shall be an “Epidemic Failure” as mentioned in the following. The term “Epidemic Failure” shall exclusively apply to delivered CONTRACTUAL PRODUCTS with a number of pieces of more than ten thousand (>10.000) during three (3) months. If either CONTRACTUAL PARTY learns of the existence or likely existence of an Epidemic Failure, then such CONTRACTUAL PARTY will inform the other CONTRACTUAL PARTY as soon as possible. The CONTRACTUAL PARTIES shall then work together to jointly devise a containment action plan. As soon thereafter as reasonably possible, the CONTRACTUAL PARTIES will develop a corrective action plan to remedy the Epidemic Failure. Phoenix Contact shall use its best efforts to implement such remedy as quickly as possible at Phoenix Contact’s own expense, which efforts shall include receiving all shipments of affected Product back (freight collect), repairing or replacing all such affected Products in accordance with the agreed remedy devised by the Parties, shipping the repaired or replaced Products back to ENPHASE at Phoenix Contact’s expense, and implementing the agreed remedy in all newly manufactured Products. Phoenix Contact shall be responsible for the reasonable following costs and expenses actually incurred and substantiated as a result of all aspects of implementing the agreed remedy on the affected Products: reasonable costs of the retrieval, packing, shipping and transportation of such Products, and the re-deployment of repaired or replacement Products (including all labor, consulting, contractor and the like charges, incurred by ENPHASE, only if Phoenix Contact has agreed in writing that ENPHASE is allowed to do the aforementioned activities). For the avoidance of doubt all damages defined in Article 11.4 shall be direct damages and shall be subject to Article 14.2.

  • Business Failure Any act by, against or relating to any Loan Party, or its property or assets, which act constitutes the determination by any Loan Party to initiate or acquiesce to: a program of partial or total self-liquidation; an application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, with respect to all or any part of any Loan Party’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of any Loan Party; any other voluntary or involuntary liquidation or extension of debt agreement for any Loan Party; the offering by, or entering into by, any Loan Party of any composition, extension, or any other arrangement seeking relief from or extension of the debts of any Loan Party; or the initiation of any judicial or non-judicial proceeding or agreement by, against, or including any Loan Party which seeks or intends to accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of any Loan Party of the liquidation or winding up of all or any part of any Loan Party’s business or operations.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Payment Failure Any Credit Party (i) fails to pay any principal when due under this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

  • No Failure to Cure Default The Seller has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;

  • Potential Six-Month Delay Notwithstanding anything to the contrary in this Agreement, no amounts payable under this Agreement shall be paid to the Participant prior to the expiration of the 6-month period following his “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such 6-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable 6-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Participant’s death), such amounts shall be paid to the Participant.

  • Default; Breach Lessor and Lessee agree that if an attorney is consulted by Lessor in connection with a Lessee Default or Breach (as hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence for legal services and costs in the preparation and service of a notice of Default, and that Lessor may include the cost of such services and costs in said notice as rent due and payable to cure said default. A "Default" by Lessee is defined as a failure by Lessee to observe, comply with or perform any of the terms, covenants, conditions or rules applicable to Lessee under this Lease. A "Breach" by Lessee is defined as the occurrence of any one or more of the following Defaults, and, where a grace period for cure after notice is specified herein, the failure by Lessee to cure such Default prior to the expiration of the applicable grace period, and shall entitle Lessor to pursue the remedies set forth in Paragraphs 13.2 and/or 13.3:

  • No Force Majeure Event There shall not have been any delay, error, failure or interruption in the conduct of the business of the Acquiror Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.

  • Equipment Failures In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

  • Force Majeure Event After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:—

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