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 replaced Named Target or replaced Accepted Target shall no longer be deemed to be a Named Target or Accepted Target under this Agreement, Merck will have no further right or license under this Agreement with respect to the replaced Named Target or Accepted Target and the replaced Named Target or Accepted Target shall no longer be subject to the exclusivity under Section 2.10. Notwithstanding the foregoing, Merck shall only have the right to replace a Named Target or Accepted Target in accordance with this Section 2.4 and the procedure set forth in Section 2.9 during the [*] year period following the Effective Date.
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. 29 12.4 Indemnification................................................................................29
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. 12.1. In circumstances where a Project fails and the Services do not result in the Output anticipated in respect of such Project:
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:
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:
