Expiration of a Partnering Right Sample Clauses

Expiration of a Partnering Right. If, with respect to a Passed Terminated Xxxxxxx Product for which Morphic delivers a Partnering Notice to Xxxxxxx, (a) Xxxxxxx does not provide a non-binding term sheet to Morphic for such Passed Terminated Xxxxxxx Product within [***] following Xxxxxxx’x receipt of all information to be provided in the applicable Partnering Notice, (b) the terms of the non-binding term sheet presented by Xxxxxxx with respect to the applicable Passed Terminated Xxxxxxx Product are not more favorable, in the aggregate, to Morphic than the terms presented in the non-binding term sheet received from or provided by Morphic to the applicable Third Party (as applicable), taking into account any differences regarding the scope of the rights to be licensed in each respective term sheet (including the territory, field, and other material rights and obligations of the parties thereto) or (c) Xxxxxxx and Morphic do not agree on the terms of a definitive agreement pursuant to which Xxxxxxx would be granted exclusive rights to Develop, Manufacture and Commercialize the applicable Passed Terminated Xxxxxxx Product within [***] after Xxxxxxx’x receipt from Morphic of all information to be provided in the applicable Partnering Notice (or such later date on which the Parties may finally agree on the terms of such a term sheet, if the Parties wish to further negotiate the terms of such term sheet following Xxxxxxx’x delivery thereof to Morphic), then, in each case ((a), (b) and (c)), following the expiration of such [***] or [***] period, as applicable, and subject to the terms of this Agreement, Morphic will be free to enter a definitive agreement or further discussions with the applicable Third Party relating to any license, grant or other transfer of rights with respect to such Passed Terminated Xxxxxxx Product (including to further Develop and Commercialize any such product); provided that if Morphic and such Third Party do not enter into a definitive agreement with respect to the Development and Commercialization of such Passed Terminated Xxxxxxx Product, then the terms of Section 3.7.1 (ROFN Exercise Notice) and Section 3.7.4 (Passed Terminated Xxxxxxx Product Partnering) will thereafter apply to such Passed Terminated Xxxxxxx Product.
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Related to Expiration of a Partnering Right

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Expiration of Option The Option may not be exercised to any extent by anyone after the first to occur of the following events:

  • Expiration of Offering Period Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.

  • Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Expiration of Agreement Notwithstanding the expiration of this Agreement, any claim or grievance arising hereunder may be processed through the grievance procedure until resolution.

  • Partial or No Exercise of the Over-allotment Option In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

  • Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events:

  • Renewal Option This Contract may be renewed under the same terms and conditions, subject to the approval of the Commissioner of the Department of Administration and the State Budget Director in compliance with IC § 5-22-17-4. The term of the renewed contract may not be longer than the term of the original Contract.

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