Non-Viability Sample Clauses
The Non-Viability clause defines the circumstances under which a contract or agreement is considered no longer viable or enforceable, typically due to regulatory, legal, or financial reasons. In practice, this clause may be triggered if a party becomes insolvent, a regulatory authority deems the contract unenforceable, or certain critical conditions are no longer met. Its core function is to provide a clear mechanism for terminating or modifying obligations when continuing the agreement is impossible or unlawful, thereby protecting parties from unforeseen risks and ensuring compliance with external requirements.
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Non-Viability. Upon the occurrence of a Non-Viability Event, HASE shall irrevocably (without the need for the consent of HBAP) reduce, upon the provision of a Non-Viability Event Notice, the then prevailing principal amount and any accrued but unpaid interest of the Loan to nil (such reduction being referred to herein as the “Write-off”, and “Written-off” shall be construed accordingly). Once the principal amount of, and any accrued but unpaid interest under, the Loan has been Written-off, it will not be restored in any circumstances, including where the relevant Non-Viability Event ceases to continue. Following any Write-off, HBAP will have no right to any repayment or payment of any amount of principal or (as the case may be) interest under the Loan which has been so Written-off and HASE shall have no obligation to pay or repay any such amount of principal or (as the case may be) interest. In this section:
Non-Viability. Each party shall have the right to terminate the IL-21 Program, which shall automatically terminate the licenses that the terminating party received from the other party under ARTICLE 4, upon three (3) months prior written notice to the other party with an explanation contained therein if, in the reasonable opinion of their respective senior management, the commercialization of IL-21 Protein must be terminated for safety or efficacy reasons based on one or more substantial safety or efficacy studies. In such event, each party shall be obligated to pay to the other party all obligations that are accrued under this Agreement prior to termination. In addition, the IL-21 Program Patent Rights of the terminating party shall be assigned to the non-terminating party unless termination under this SECTION 8.2 is mutually agreed upon by the parties. Termination under this SECTION 8.2 shall not release either party from any obligations accrued prior thereto.
Non-Viability. ZGEN may terminate this Agreement upon six (6) months prior written notice to NN with an explanation contained therein if, in the reasonable opinion of ZGEN’s senior management, the commercialization of IL-21 Protein or Products must be terminated for safety or efficacy reasons or lack of commercial viability. Termination pursuant to this SECTION 8.2 by ZGEN shall automatically terminate the licenses that NN granted to ZGEN under SECTION 3.2.