Termination For THERAPEUTICS' Breach Sample Clauses

Termination For THERAPEUTICS' Breach. In the event INNOVATIVE terminates this Agreement as a result of THERAPEUTICS' breach, pursuant to Section 9.3 above, the licenses granted to THERAPEUTICS under Section 2.1 hereof of this Agreement shall terminate and any and all rights in any SDC Product(s) under Development as outlined herein shall be automatically terminated. In addition thereto, THERAPEUTICS shall cooperate with INNOVATIVE in all respects to effect the prompt and efficient transfer to INNOVATIVE of all SDC Product(s) research and development information and data. In the event of such termination, in regard to any Category I or II SDC Product(s), THERAPEUTICS hereby assigns to INNOVATIVE all right, title and interest in and to all Regulatory Filings and approvals with any Agency, including the FDA, pertaining to any SDC Product(s) and THERAPEUTCIS agrees to resign as Sponsor from any Regulatory Filings with any Agency, including the FDA, and assist INNOVATIV E and its agents, to assume all duties as Sponsor for all SDC Product(s) being processed with any Agency, including the FDA. INNOVATIVE will assume full responsibility for all Category I and II SCD Product related expenses incurred after the date of the Termination for Breach by THERAPEUTICS. 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 termination under this Section 9.4, termination of this Agreement 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 receive all sales proceeds, licensing fees, or royalty payments that remain due and payable from any Third Party. In addition, upon termination under this Section 9.4 THERAPEUTICS hereby grants to INNOVATIVE the exclusive, royalty-free license to use any and all of the SDC-related Proprietary Information obtained from THERAPEUTICS under the terms of this Agreement in any manner which is necessary or useful for the continued development, manufacture, sale or licensing of the SDC Product(s) as such product(s) exist as of the date of termination. Furthermore, INNOVATIVE shall retain all of its rights to bring an action against THERAPEUTICS under Section 11.0 [Dispute Resolution], including all of its rights for recovery of damages. In the case of Termination or Breach as defined in Section 9.0, prior to the transfer of ...
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Related to Termination For THERAPEUTICS' Breach

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within *** days after receipt of the Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

  • Termination upon Material Breach Notwithstanding the foregoing, a Party may terminate this Agreement if any other Party materially breaches a material provision of this Agreement and such material breach is not cured (i) within thirty (30) days after being given notice of the breach in the case of a material breach of an obligation to make payment hereunder or (ii) within sixty (60) days after being given notice of the breach in the case of any other material breach.

  • Termination for Breach If a party breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party of such breach, the non-breaching party shall have the right, upon written notice to the breaching party, to immediately terminate this Agreement.

  • License Termination The licenses granted by Xencor to MorphoSys under Article 4 shall terminate.

  • Termination for Force Majeure In the event of a force majeure that lasts longer than thirty (30) days from the date that a Party claiming relief due to the force majeure event gives notice to the other Party, the Party not claiming relief under the force majeure event may terminate this Agreement upon written notice to the other Party. For the avoidance of doubt, the COVID-19 pandemic does not constitute a force majeure event.

  • Termination for Default 6.2.2.1. In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within ninety (90) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach.

  • Early Termination and Breach of Agreement (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a).

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by March 15, 2018; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Termination for Just Cause (a) The term “

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