LILLY VOLUNTARY TERMINATION Sample Clauses

LILLY VOLUNTARY TERMINATION. At any time after the Effective Date, with or without cause, Lilly may terminate this Agreement upon providing Array with thirty (30) days advance written notice of the same. Such termination shall be effective upon the expiration of such thirty (30) day period. In the event that Lilly terminates the Agreement under this Section [ * ] = 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 Act of 1933, as amended. (and only under this Section), Lilly shall pay Array the applicable, one-time lump sum termination payment below:
Sample 1
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LILLY VOLUNTARY TERMINATION. Any time after the [ ]* of the Effective Date, Lilly may terminate this Agreement by giving Phytera [ ______________________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. ]* written notice of its intent to terminate, which notice may be provided prior to the [ ]* of the Effective Date. Upon termination by Lilly under this Section 10.3 and subject to the terms set forth herein, (i) the licenses granted under this Agreement shall terminate, except as otherwise provided in Section 3.1(c); (ii) Lilly shall and hereby does transfer to Phytera all right, title and interest in the Research Compounds and Closely Related Derivatives except those Research Compounds or Closely Related Derivatives which shall have been derived from the Lilly Natural Products Library or the Lilly Compound Library; and (iii) Lilly shall transfer and hereby does transfer all of its right, title and interest in jointly owned Program Patents and jointly owned Program Technology, subject to the retention by Lilly of a non-exclusive license in accordance with Section 3.1(c). In consideration for the transfer of rights from Lilly to Phytera to occur pursuant to this Section 10.3, Phytera shall pay Lilly a [ ]* royalty on the annual Net Sales of any Products sold by Phytera or its Affiliates or any sublicensee thereof until Lilly has received an amount equal to its payments to Phytera hereunder (including, but not limited to, Research Funds, milestone payments and patent costs) and to any unaffiliated Third Party contractors retained by it in connection herewith, plus interest on any unpaid balances as set forth below. Until Lilly is fully reimbursed, any balance not reimbursed shall accrue interest from that date commencing four years after the Effective Date until paid, at the prime rate as quoted in The Wall Street Journal plus [ ]* as determined on the date that interest first accrues, compounded quarterly.
Sample 1
LILLY VOLUNTARY TERMINATION. At any time after twenty-one months after the Effective Date, Lilly may, at its option, terminate this Agreement upon ninety (90) days written notice of the same to SIBIA. Upon a termination under this Section 16.2 of this Agreement, all license rights granted hereunder to Lilly shall terminate forthwith.
Sample 1
LILLY VOLUNTARY TERMINATION. Any time after the second anniversary of the Effective Date, Lilly may terminate this Agreement by giving Phytera three (3) months
Sample 1
LILLY VOLUNTARY TERMINATION. Any time after the [*] of the Effective Date, Lilly may terminate this Agreement by giving Vertex [*] written notice of its intent to terminate. Upon termination by Lilly under this Section 19.3, subject to the terms set forth herein, the licenses under Vertex Patents and Vertex Technology granted to Lilly under this Agreement shall terminate and Lilly hereby grants to Vertex and its Affiliates an [*] right and license in the Field, [*] to the [*]. In the consideration for the license granted above, Vertex shall pay Lilly a [*] royalty on the annual Net Sales of any Drug Products and/or Bulk Drug Substance sold by Vertex or its Affiliates or any sublicencee thereof, [*].
Sample 1
LILLY VOLUNTARY TERMINATION. At any time after the Effective Date, with or without cause, Lilly may terminate this Agreement upon providing Array with thirty (30) days advance written notice of the same. Such termination shall be effective upon the expiration of such thirty (30) day period. In the event that Lilly terminates the Agreement under this Section (and only under this Section), Lilly shall pay Array the applicable, one-time lump sum termination payment below: [*] = 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 Act of 1933, as amended.
Sample 1

Related to LILLY VOLUNTARY TERMINATION

  • Voluntary Termination Executive may voluntarily terminate Executive’s employment for any reason upon 30 days’ prior written notice. In such event, after the effective date of such termination, except as provided in Section 2.2 with respect to a resignation for Good Reason, no further payments shall be due under this Agreement, except that Executive shall be entitled to any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company.

  • Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6(f) [Voluntary Termination], the Executive shall be entitled to receive only the salary, annual bonuses, expense reimbursements, benefits and accrued vacation days earned by the Executive pursuant to Section 4 through the date of the Executive’s termination of employment. Annual bonuses are not earned until the date any such bonus is paid in accordance with the terms of the applicable bonus plan. As such, the Executive shall not be entitled to any bonus not paid prior to the date of the Executive’s termination of employment, and the Executive shall not be entitled to any prorated bonus payment for the year in which the Executive’s employment terminates. Any stock options granted to the Executive by the Company shall continue to vest only through the date on which the Executive’s employment terminates, and unless otherwise provided by their terms, any restricted stock, performance share awards or other equity awards that were granted to the Executive by the Company that remain unvested as of the date on which the Executive’s employment terminates shall automatically be forfeited and the Executive shall have no further rights with respect to such awards. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(b) except as set forth in Section 12.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

  • Notice of Voluntary Termination Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.

  • Cause and Voluntary Termination If, during the Employment Period, the Executive's employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good Reason following a Change of Control), the Company shall pay the Executive (i) the Earned Salary in cash in a single lump sum as soon as practicable, but in no event more than 10 days, following the Date of Termination, and (ii) the Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement.

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