Reversion of Rights to Sample Clauses

Reversion of Rights to a Compound --------------------------------- After the Joint Research Committee recommends, and Microcide selects a Candidate Compound from a Class, NAEJA may request, no more than twice per calendar year, a written update on the status of Microcide's activities in Development of the corresponding Product during the six (6) months immediately prior to such request, which Microcide shall provide within thirty (30) days following such request. If Microcide fails to provide a report or if Microcide's report indicates that neither Microcide nor its Affiliates or licensees have performed any activity in any country during the six (6) month period preceding the date of such report, and if such inactivity was not the consequence of force majeure events as described in Section 14.3, then NAEJA may terminate the licenses granted to Microcide pursuant to Article 5 with respect to such Compound and related Product upon sixty (60) days written notice, if Microcide or its Affiliates, as applicable, fails to commence or resume reasonable efforts with respect to Research, Development or Commercialization of such Compound and related Product in any country within such sixty (60) day notice period. In the event such licenses are terminated, Microcide shall be deemed to have granted to NAEJA a worldwide, royalty-free, sublicensable, exclusive license under the Program Inventions and Program Patents to research, develop, make, have made, use, sell, offer for sale and import products incorporating such compound in the Field ("Reversion Products") and shall promptly provide to NAEJA all Information in its possession relating to such Compound and such Reversion Product. In the event Microcide's rights terminate with respect to a Compound or Product, such Compound shall cease to be a Compound, and the Class including such Compound shall cease to be a Class, under this Agreement.
Sample 1
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Reversion of Rights to. [********] to Incyte. Agenus agrees that beginning on the Amendment Date, nothing in the Original Agreement shall prohibit Incyte from Developing, Manufacturing, Commercializing or otherwise exploiting Antibodies that Interact with [********] without limitation, within and outside the Field, independently or with Third Parties, under the Patent Rights and Know-How Controlled by Incyte. To the extent that Agenus or its Affiliates Control any Patent Rights developed under the Original Agreement as of the Amendment Date that cover the activities in the Field described in this Section 4.4, subject to Section 5 of this Amendment, Agenus, on behalf of itself and its Affiliates, hereby grants to Incyte and its Affiliates, solely in the Field: (i) an exclusive, sublicensable, world-wide, royalty-free, transferable, irrevocable, perpetual license under any such Patent Rights exclusively embodied in the [********] Antibodies existing as of the Amendment Date, and (ii) a non-exclusive, sublicensable, world-wide, royalty-free, transferable, irrevocable, perpetual license under such Patent Rights to the extent necessary for Incyte and its Affiliates to exercise its rights under this Section 4.4. For the avoidance of doubt, the licenses under Section 2.1 of the Original Agreement do not extend to Incyte’s or its Affiliates’ Development, Manufacture, Commercialization or other exploitation of any [********] Antibodies.
Sample 1

Related to Reversion of Rights to

  • Reversion of Rights Notwithstanding anything to the contrary set forth herein (including, but not limited to, Section 5 hereof), full responsibility for Prosecution of the Patent Rights shall, at the option of CSMC (exercisable in its sole and absolute discretion), and at its sole expense from the date of reversion, revert to CSMC upon any termination of this Agreement.

  • XXXX OF RIGHTS 11.1 Whenever a law enforcement officer is under investigation and subject to interrogation by members of his or her agency for any reason, which could lead to disciplinary action, demotion, or dismissal, such interrogation shall be conducted under the following conditions:

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • Lapse of Rights If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) hereof or to arrange for the sale of the rights upon the terms described in Section 4.4(b) hereof, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is in effect or (ii) unless the Company furnishes at its expense the Depositary with opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction for any purpose.

  • Extinction of Rights If any former holder of Shares fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 5.1 or Section 5.2 in order for such former holder to receive the Share Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Share Consideration (including any interest accrued thereon) held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • Modification of Rights The rights of the Optionee are subject to modification and termination in certain events as provided in this Option Agreement and the Plan.

  • Suspension of Rights Subject to any applicable laws, ZEEL shall have the right to suspend delivery of the Zee Group Channels to the IPTV Operator after giving 21 days’ notice in terms of the applicable Law, in the event of:

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