Key Employee Departure Sample Clauses

Key Employee Departure. If prior to two and one-half years after the Effective Date Dr. Xxxxx XxXxxxxxx or Dr. Xxxxx Xxxxx ceases to be employed by Onyx, Onyx shall use diligent efforts to find a research scientist to replace the departed employee. If Onyx is unable. to find such replacement who is reasonably satisfactory to Miles within 180 days after Xx. XxXxxxxxx or Xx. Xxxxx ceases to be employed by Onyx, then Miles may terminate this Agreement by giving Onyx 60 days written notice. If Miles terminates the Agreement under this Section, Onyx may thereafter exercise the Termination License under Miles Patents and Know-How granted to Onyx and its Affiliates [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. under Section 4.6. In such a case, however, the Termination License is non-exclusive, and at a rate pursuant to Section 16.4. After termination Miles may continue the preclinical research and development work in the Field of Collaborative Research as defined at the date of termination. For this reason, Onyx hereby grants to Miles and its Affiliates a non-exclusive, royalty-bearing worldwide license under the Onyx Patents and Know-How, solely to discover and develop substances with activity in the Field of Collaborative Research and to make, use and sell such substances, at a royalty rate pursuant to Section 16.4. Such work by Miles after termination is deemed to be work under Section 7.3 such that Onyx provides Information and Miles provides reports on results, may elect to prepare and file an IND and to proceed with clinical trials, etc. Compounds thus independently investigated and developed by Miles shall be deemed Royalty-Bearing Products of Miles; however, Onyx has an option for buy-back pursuant to the provisions of Section 7.4. This paragraph applies only to compounds that were physically available at the time of termination. * * * * [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
Sample 1
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Related to Key Employee Departure

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Key Employee Key employee means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

  • Company Obligations Upon Termination of Employment During the Term of this Agreement, the Company shall have the following obligations upon the termination of the Executive’s employment with the Company as described in this Section 5:

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following:

  • Death After Termination of Employment But Before Benefit Payments Commence If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death.

  • Payments Upon Termination of Employment (a) If Executive’s employment with the Company is terminated by reason of:

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Not an Employment Agreement This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.

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