Partial Termination For Failure To Achieve Minimum Development Performance Standard Sample Clauses

Partial Termination For Failure To Achieve Minimum Development Performance Standard. In the event that THERAPEUTICS is unable to meet the Minimum Development Performance Standards set forth in Section 3.7, this Agreement will automatically terminate and the licensing rights granted by INNOVATIVE to THERAPEUTICS under Section 2.1 shall terminate and revert to INNOVATIVE provided, however, that any SDC Product(s) under Development at the time of such termination and all licenses and sublicenses related to the continued Development of those SDC Product(s) shall remain unaffected by termination under this Section 9.6 and the terms of this Agreement shall remain in full force and effect for the continued development of those SDC Product(s). Upon termination under this Section 9.6, INNOVATIVE shall be entitled to proceed with the development of any Product(s) in the medical, dental and/or veterinary fields for human or animal health, in any way it sees fit provided however that INNOVATIVE shall not engage in the development and/or production of any Product(s) that is competitive with any SDC Product(s) under Development according to the terms of this Agreement. In any case, subsequent to a Partial Termination described herein, if an SDC Product is developed and commercialized by INNOVATIVE or a Third Party and such SDC Product uses or references information developed by THERAPEUTICS, For Category I, II and III A and III B Products, THERAPEUTICS shall receive the lesser of 5% of all proceeds received by INNOVATIVE in connection with such Third Party transaction or for five (5) years from the date of Product launch a royalty of 1.5% of Net Sales derived from such Product. For Category III C and III D Products, THERAPEUTICS shall receive the lesser of 2.5% of all proceeds received by INNOVATIVE in connection with such Third Party transaction or for five (5) years from the date of Product launch a royalty of 0.75% of Net Sales derived from such Product In the event that any SDC Product(s) have either been licensed or sold to a Third Party, as outlined in Section 5.0 hereof, prior to W02-W97-oc:LGA\41332973.5 FINAL DEVELOPMENT AND LICENSING AGREEMENT CONFIDENTIAL DATED SEPTEMBER 5, 2003 BY AND BETWEEN INNOVATIVE MEDICAL SERVICES AND THERAPEUTICS, INC. Page 26 OF 43 termination under this Section 9.6, termination shall not in any way affect THERAPEUTICS' right to receive its share of any remaining payments due and payable to THERAPEUTICS from a Third Party purchaser or licensee pursuant to Section 5.4 hereof and THERAPEUTICS shall be entitled to recei...
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Related to Partial Termination For Failure To Achieve Minimum Development Performance Standard

  • Performance Standard Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services.

  • Service Level Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

  • Annual Performance Bonus In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers.

  • Service Levels (1) DTI shall perform the Services in accordance with the service levels (the "Service Levels") as may be agreed to from time to time in writing by DTI and the Funds (the "Service Level Agreement"). Failure to perform in a manner which equals or exceeds the Service Levels shall result in fee credits ("Fee Credits") or the Funds' right to terminate this Agreement, as set forth in the Service Level Agreement.

  • Performance Standards The Custodian shall use its best efforts to perform its duties hereunder in accordance with the standards set forth in Schedule C hereto. Schedule C may be amended from time to time as agreed to by the Custodian and the Trustees of the Fund.

  • Commercial Milestones In partial consideration of the rights granted by AstraZeneca to Licensee hereunder, Licensee shall pay to AstraZeneca the following payments, which shall be non-refundable, non-creditable and fully earned upon the first achievement of the applicable milestone event:

  • Performance Measure The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which cumulative adjusted earnings per share performance goals for the Performance Period, as established by the Committee, are met.

  • Commercial Milestone Payments Green Cross shall pay to MacroGenics the Net Sales milestone payments set forth below, which shall be due and payable within *** after the end of the first Calendar Year during which such milestone is triggered.

  • Performance Excused Continued performance of a Service may be suspended immediately to the extent caused by any event or condition beyond the reasonable control of the Party suspending such performance including, but not limited to, any act of God, fire, labor or trade disturbance, war, civil commotion, compliance in good faith with any law, unavailability of materials or other event or condition whether similar or dissimilar to the foregoing (each, a “Force Majeure Event”).

  • KEY PERFORMANCE INDICATORS (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement.

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