Project Failure Sample Clauses

Project Failure. 29 12.4 Indemnification................................................................................29

Project Failure. In case of technical failure, i.e., Sutro is not able to generate at [*] ADCs that meet the PS for a Named Target or Accepted Target under a Project Plan, or if the Project Leaders reasonably determine that it is scientifically or technically not feasible to create [*] ADCs directed to the applicable Named Target or Accepted Target in accordance with the PS set forth in the applicable Project Plan, then Merck may at its own discretion replace the Named Target or Accepted Target, subject to the gate keeping process set forth in Section 2.6, within three months of the JPT’s notice of its failure to produce at least [*] ADCs meeting the PS or such determination by the Project Leaders. For clarity, the exclusivity as described in Section 2.10 will be transferred from the replaced Named Target or replaced Accepted Target to the new Accepted Target, and the

Project Failure. In the event the Pre-Development Phase is not completed in accordance with the material terms of the Development Plan ("Project Failure"), then JHSC may purchase the Membership Interest of RRI for a price equal to the then existing balance of RRI's Capital Account. Upon the occurrence of Project Failure, RRI shall promptly give written notice of such occurrence to JHSC. JHSC shall then have 10 Business Days from the date of receipt of any such notice (or 30 days from the date it was required to be given) to agree by written notice to RRI to purchase RRI's Membership Interest. Any sale to JHSC pursuant to this Section 12.3 shall be consummated within 20 Business Days following the 10 Business Day notice period referred to above in this Section 12.3. If JHSC elects not to purchase the Membership Interest of RRI, then the Company shall be dissolved pursuant to Article XIV hereof. Any dispute as to the occurrence of Project Failure shall be settled pursuant to the terms of Section 8.2 hereof.

Project Failure. Prior to the consummation of the IPO, no Project Failure shall have occurred.

Project Failure. Unexpected project failure, including contamination (“Project Failure”), is not common, but is possible in any Project. The source or cause of Project Failure is often difficult or impossible to definitively determine. To have an orderly procedure for the allocation of responsibility for Project Failure and an orderly procedure in the event of a Project Failure without a determined cause, the Parties agree as follows: (a) In the event of Project Failure, Client may, in its discretion, elect to terminate the Project Work Order by paying all amounts due ailure. In such event, the Project Work Order shall be deemed terminated in accordance with tunder the affected Project Work Order up to and including the time of discovery of Project Fhe provisions of Paragraph 2; of this Agreement or (b) In the event the Work Order is not terminated by Client pursuant subsection (1) above, the Parties shall attempt to determine the cause of the Project Failure. If the Parties do not otherwise mutually agree as to the cause of the Project Failure, BioVest and Client shall jointly conduct an investigation into the cause of the Project Failure (“Investigation”). The Investigation will include such tests deemed necessary by BioVest, in consultation with Client, with the cost of all tests being equally shared by the Parties. (c) In the event that through an Investigation or otherwise the cause of the Project Failure is determined to the mutual satisfaction of the Parties (the “Cause of Project Failure”), the Party designated herein as being responsible for that cause (the “Responsible Party”) shall bear all costs of re-performing that part of the Project that failed, including the cost of testing (“Re-performing the Failed Project”). In such event, the cost of Re-performing the Failed Project will be based on the Project Cost as specified in the Project Work Order to the extent related to the part of the Project Work Order required to be re-performed. The Responsible Party shall only be required to Re-perform the Failed Project on one occasion. For purposes hereof, the Party responsible for the following causes of failure shall be as follows: Performance of the cell line Contamination of the run Instability of the cell line from the Client Instability in the contractor’s master cell bank Suitable process not attainable Product does not meet specifications (not contributed to by any item for which Client is responsible) Non-validated process Operator error Faulty precursors to th...

Project Failure. 12.1. In circumstances where a Project fails and the Services do not result in the Output anticipated in respect of such Project: 12.1.1. the parties shall consult with a view to determining possible reasons for such failure, following which JIC shall at its sole discretion determine whether to run any required processes at such cost to the Client as shall be agreed with the Client before such additional work is undertaken; and 12.1.2. the Client shall use its best endeavours to provide potential solutions including, where appropriate, further Input Material to the standard specified by JIC in respect of any re-run of the Services in order to achieve the required Output. 12.2. In any event (including whether the Services remain unsuccessful for any reason, identifiable or otherwise, or are successfully repeated) the Client shall be invoiced and remain liable for the full Price in respect of the Services which shall be charged in accordance with this Agreement in addition to any further costs agreed with the Client as set out in clause 12.1.1.

Project Failure. In the event that the Project fails or ceases operations as originally proposed during the Term of Agreement and without prior Department approval the Department may: 1. The forgivable loan will revert to a zero interest loan. 2. The Department may repossess all nonexpendable tangible personal property used in the performance of this Agreement.