Expiration of ROFN Sample Clauses

Expiration of ROFN. If, with respect to a Passed Terminated Xxxxxxx Product for which Morphic delivers a ROFN Availability Notice to Xxxxxxx, (a) Xxxxxxx does not provide a ROFN Exercise Notice to Morphic within [***] following Xxxxxxx’x receipt of all information to be provided in the applicable ROFN Availability Notice for such Passed Terminated Xxxxxxx Product or (b) Xxxxxxx and Morphic do not agree on the terms of a Xxxxxxx Terminated Product Agreement for such Passed Terminated Xxxxxxx Product within [***] following Xxxxxxx’x receipt of all information to be provided in the applicable ROFN Availability Notice for such Passed Terminated Xxxxxxx Product, then, in each case ((a) and (b)), following such [***] period or [***] period, as applicable, and subject to the terms of this Agreement, Morphic will be free to enter into negotiations or an agreement with any 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) without any further obligation to Xxxxxxx; provided that during the additional [***] period following the end of such [***] period or [***] period, as applicable, Morphic and its Affiliates will not enter into an agreement (or agree to terms of a non-binding term sheet for such an agreement) with any Third Party on terms that contain lower payments to Morphic in any of the following categories than those corresponding terms CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. last offered by Morphic in writing to Xxxxxxx during such [***] or [***] period: (i) [***], (ii) [***], (iii) [***] or (iv) [***], without first granting Xxxxxxx the right to enter into an agreement with Morphic for the applicable Passed Terminated Xxxxxxx Product on such less favorable terms to Morphic.
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Related to Expiration of ROFN

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • Expiration of Agreement No termination or expiration of this Agreement shall affect any rights, obligations or liabilities of either party that shall have accrued on or prior to the date of such termination or expiration.

  • Expiration and Termination of Restrictions The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

  • Expiration of the Term This Agreement shall terminate automatically at the expiration of the Period of Employment unless the parties enter into a written agreement extending Employee's employment, except for the continuing obligations of the parties as specified hereunder.

  • Expiration and Termination Options shall expire on the earlier of:

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

  • Term and Expiration This Agreement shall be effective as of the Effective Date and unless terminated earlier pursuant to Section 9.2 or 9.3, this Agreement shall continue in effect until expiration of all royalty obligations hereunder. Upon expiration of all royalty obligations under this Agreement, such licenses to Merck pursuant to Sections 3.1(a), 3.1(b) and 3.2 as were in effect immediately prior to such expiration shall become fully paid-up, perpetual licenses. *** Confidential Treatment Requested

  • Expiration Date Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

  • Duration of Rights If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

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