Unilateral Decision Clause Samples
Unilateral Decision. After having taken into consideration the effect of termination on the Other Agencies, either party may unilaterally terminate the Agreement upon one (1) months prior notice in writing to the non-terminating party, but the earliest effective date of termination may be no earlier than the one
(1) year after the Effective Date. Unless the parties agree otherwise, the withdrawal of the interface connection used on the Radio System by Fayetteville shall constitute a unilateral termination for purposes of this Agreement, provided that the connection withdrawn due to (1) an Agency ceasing to exist or (2) an Agency no longer having the communication need served by the Radio System, shall not count for purposes of this section. Excess Maintenance Fees or Investment Recovery Fees paid in advance for an unused balance of a fiscal year shall be returned to Fayetteville on a pro rata basis. In the event of a termination by Unilateral Decision:
17.2.1 If the terminating party is Fayetteville:
17.2.2 If the terminating party is Durham:
Unilateral Decision. (a) In the event that either Party elects not to continue its participation in Development of a Program Product, such Party (as the "First Party") shall provide written notice to the other Party (as the "Second Party") of such election (a "Notice of Discontinuance"). Upon providing a Notice of Discontinuance, such First Party's obligations with respect to such discontinued Program Product shall cease, subject to acting in good faith with respect to the winding down or transition of studies that may be necessary so as not to adversely affect the Development of such Program Product by the other Party.
(b) Upon receipt of a Notice of Discontinuance, the Second Party, by providing written notice to the First Party within [...***...] ([...***...]) days of receipt of the Notice of Discontinuance, may elect
(i) to also discontinue Development of such Program Product, and such Program Product shall thereupon be deemed a "Dropped Program Product", or ***Confidential Treatment Requested
(ii) to continue Development of the Program Product, and such Program Product shall thereupon become a "Unilateral Product" and cease being a Program Product.
(c) In the case of any Unilateral Product,
(i) if the Party electing to continue Development thereof is LGLS, then (A) LGLS shall pursue such Development in accordance with its retention of ownership of all LGLS Patent Rights and its rights to or under the Program Technology, Program Materials, the Global Development Plan, the Joint Patent Rights assigned to Anadys under Section 6.1.4 and licensed to LGLS under Section 3.1.2, and Anadys's Patent Rights to the Anadys Inventions licensed to LGLS under Section 3.1.2 and (B) in the case of such Joint Patent Rights and such Patent Rights in the Anadys Inventions, LGLS and Anadys shall negotiate in good faith the terms and conditions under which LGLS may so continue to use such Joint Patent Rights and such Patent Rights for continued Development and Commercialization of such Unilateral Product, or
(ii) if the Party electing to continue Development thereof is Anadys, then (A) Anadys shall pursue such Development in accordance with its license to the LGLS Patent Rights and LGLS Know-How and its rights to or under the Program Technology, Program Materials (excluding any right to be supplied by LGLS with clinical supplies of such Unilateral Product or the Compound comprising such Unilateral Product), the Global Development Plan, and (B) in the case of the LGLS Patent Rights and LGLS Know...