Failure. In the event the Company brings any action against Consultant for breach of this Agreement, Consultant’s entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.
Failure. Any failure by Licensee to comply with the obligations set forth in this Article V shall be deemed to be a material breach for which Merck may exercise its termination rights under Article XII and any other available remedies at law or in equity.ARTICLE VI – MANUFACTURING TECHNOLOGY TRANSFER
Failure. If Licensee believes that it will not achieve one or more Development Milestones with respect to Licensed Products, it may notify Harvard in writing in advance of the relevant deadline. Licensee shall include with such notice an explanation of the reasons for such failure, a proposal for extending and/or amending the relevant milestone(s), and a detailed written plan for promptly achieving such extended and/or amended milestone(s). If Licensee does not provide Harvard with a reasonable explanation of its failure to meet the relevant Development Milestone(s) (and lack of finances shall not constitute reasonable basis for such failure) or does not provide Harvard with a reasonable proposed extension and/or amendment, Harvard may notify Licensee in writing of Licensee’s failure to meet the relevant Development Milestone(s) and, in such event, shall allow Licensee ninety (90) days to cure such failure. Subject to the last sentence of this section, Licensee’s failure to cure within such ninety (90) day period shall constitute a material breach of this Agreement (a ‘‘Development Breach”) entitling Harvard to proceed solely under this Section 3.4. In the event of a Development Breach where the relevant Development Milestone pertains to a Type I Licensed Product, Harvard shall have the right, in lieu of its rights under Section 10.2.3, to terminate the licenses granted in this Agreement only as they apply to Type I Licensed Products. In the event Licensee (a) commits a Development Breach with respect to two Type II Licensed Products or (b) commits a Development Breach with respect to one Type II Licensed Product after already having committed a Development Breach with respect to a Type I Licensed Product, Harvard shall have the right, in lieu of its rights under Section 10.2.3, only to convert the license granted in Section 2.1.1 as it applies to Type II Licensed Products and Licensed Services into a non-exclusive, non-transferable, worldwide license (without the right to sublicense). Notwithstanding the foregoing, if Licensee does provide Harvard with an explanation of its failure to meet the relevant Development Milestone(s) and a proposed extension and/or amendment that is reasonably THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.acceptable to Harvard, Exhibit 1.3 shall be amended automatically to incorporate...
Failure. Failure of any material to pass the specified tests will be sufficient cause for refusal to consider, under this Agreement, any further samples of the same brand or make of that material. The Owner reserves the right to disapprove any material or equipment that has previously proved unsatisfactory in service as determined in Owner’s sole discretion.
Failure. The parties agree that timely achievement of Development Milestones is subject to considerable uncertainty, given the novelty of the technology embodied in the Licensed Patent Rights, territorial or legal restrictions on the use of biotechnology products, the regulatory climate and approval process, and pricing or other government restrictions on certain pharmaceutical products. Accordingly if Licensee fails to achieve any Development Milestone, the parties agree to discuss and, if appropriate, revise said milestone upon Licensee’s written notice to Harvard and explanation for the reasons for such failure. If Licensee does not provide Harvard with a reasonable basis for its failure to meet a Development Milestone (and lack of finances shall not constitute reasonable basis), Harvard shall notify Licensee in writing of Licensee’s failure and shall allow Licensee [**] days to cure its failure; provided that Harvard agrees to consider in good faith a reasonable extension to such [**]-day period if such failure occurs despite Licensee’s (itself or through one or more Affiliates or Sublicensees) use of commercially reasonable efforts to meet such Development Milestone.
Failure. A “Failure” of this GEP Element No. 6 as reported in a GEP Audit Report for purposes of determining the Carryover GEP Failure Reduction and for purposes of determining qualification for the Automatic One-Year Renewal Term shall be considered to occur if for any two or more Outages that occurred within the Associated EP the specific requirements of Section 10.4 of this Agreement are not satisfied.
Failure. As SMC strategic partner, Manufacturer is expected to institute appropriate quality controls at the factory to prevent any defective Product being shipped to SMC. SMC reserves the right to audit Manufacturer’s facilities, to conduct source inspections and/or to inspect Product at designated distribution or field repair centers. SMC may return defective Products, freight collect, after obtaining a return material authorization number from Manufacturer. Manufacturer must provide a failure analysis and a corrective action plan to SMC to prevent the reoccurrence of product failure.
Failure. The Conditions shall be deemed to have failed if they have not all been fulfilled (or waived pursuant to Clause 4.3) by 6:00 PM (Brussels time) on 27 June 2003, in which case (unless the parties mutually consent to the extension of this Condition) this agreement shall be terminated and the parties shall cease to have any rights or obligations hereunder, provided that (a) Clause 11.2 and 11.3 shall survive for 3 years as of the signatory date hereof, and (b) any rights accrued on or before such date hereunder including the provisions of Clause 12 shall survive termination.
Failure. If Licensee breaches any of its obligations pursuant to Section 6.1, unless and to the extent the failure is due solely to delay necessitated by regulatory agencies, Ramot shall notify Licensee in writing of Licensee' failure and shall allow Licensee ninety (90) days to cure or to demonstrate that it has begun to cure its failure. Licensee' failure to cure or demonstrate that it has begun to cure such delay to Ramot's reasonable satisfaction within such 90-day period shall constitute a material breach of this Agreement and Ramot shall have the right to terminate this Agreement forthwith.