Cessation of Development Sample Clauses

Cessation of Development. Anything herein to the contrary notwithstanding, during the Initial Development Period, the Buyer, in its sole discretion may elect to discontinue the development and commercialization of the Cell Deposition Device (the “Cessation of Development Determination”) if in the opinion of the Buyer continued development of the Cell Deposition Device is no longer warranted as a result of (i) the technically inadequate or poor performance of the Cell Deposition Device and underlying technology, whether as a consequence of design, engineering, manufacturing, or clinical practice; (ii) unforeseen negative clinical implications, or poor or adverse clinical patient outcomes; (iii) changes to laws regarding the harvesting, processing, manipulation, and/or use of stem cells in the Cell Deposition Device or underlying technology, which have an adverse effect on further development or commercialization, of the Cell Deposition Device; (iv) protracted FDA approval engagement as a consequence of unforeseen hurdles or technical complications; (v) the inability of key commercial partners to fulfill technical requirements; (v) the inability to secure reimbursement or other such reasonable means of payment from customers; (vi) the introduction of a competitive technology or technologies that would reduce the potential market for the Cell Deposition Device; (vii) failure of the Seller to comply with Section 12.9; or (viii) the inability of the Buyer to secure funding on commercially reasonable terms for the General Development and Commercialization Goals (collectively, the “Development Cessation Factors”). Upon a Cessation of Development Determination in accordance herewith, the Buyer has no further obligation with respect to the expenditure of the Minimum Development Amount.
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Cessation of Development. For purposes of this Agreement the Company shall be deemed to have ceased development if the Company has not, in any period of eighteen (18) consecutive months, opened a new Restaurant or executed a lease or purchase contract for a new Restaurant.
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Cessation of Development. Continuance Threshold The remaining void available for landfill on the Land at the end of the final day of the Interim Review Period is four million four hundred and twenty-five thousand two hundred and seven cubic metres (4,425,207m3) or less Early Closure Plan A written early closure plan in respect of the Development that will ensure that Substantial Completion of Restoration of the Land occurs by 31 December 2021 but which (for the avoidance of doubt) may at the absolute discretion of 3CWL provide for the landfilling comprised in the Development to continue into 2021 EIA An Environmental Impact Assessment pursuant to the EIA Regulations EIA Regulations The Town and Country Planning (Environmental Impact Assessment) Regulations 2011 EIA Screening Request A request for a screening opinion pursuant to the EIA Regulations in respect of the Early Closure Plan Interim Review Period The period between 1 October 2013 and 30 September 2018 Interim Review A written review carried out by the Interim Review Expert which shall determine: (i) The amount of the Remaining Available Landfill Space; (ii) Whether or not the Continuance Threshold has been met ; (iii) In the event that the Continuance Threshold has not been met whether or not the Qualified Continuance Threshold has been met ; (iv) In the event that: (I) the Continuance Threshold has not been met; and (II) the Qualified Continuance Threshold has been met, whether or not the Qualification Criterion is satisfied Interim Review Expert An independent and suitable person being a Fellow of the Royal Institute of Chartered Surveyors with suitable experience in waste management to be appointed (in the absence of an agreement) by or on behalf of the President for the time being of the Royal institute of Chartered Surveyors. Qualified Continuance Threshold The remaining void available for landfill on the Land at the end of the final day of the Interim Review Period is four million six hundred and ninety-eight thousand four hundred and sixty-nine cubic metres (4,698,469m3) or less Qualification Criterion That there is a demonstrable likelihood that the Remaining Available Landfill Space will be filled by 13 October 2025 Remaining Available Landfill Space The void available for landfill on the Land on 30 September 2018 Substantial Completion of Restoration of the Land The restoration of the Land to such a state that it is capped and soiled Prior to 31 December 2018 3CWL shall: Procure the appointment of the Interim Rev...
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Cessation of Development. On a Licensed Target-by-Licensed Target basis, Wave may, at its election, terminate this Agreement with respect to such Licensed Target upon thirty (30) days’ prior written notice to Takeda in the event that Takeda and its Affiliates do not conduct any Development or Commercialization activities with respect to Licensed Compounds, Licensed Products, or Companion Diagnostics directed to such Licensed Target for a continuous period [***].
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Cessation of Development. In the event that GSK formally decides by way of a public statement or a documented decision by a GSK internal research and development investment committee to cease all development, manufacture and/or commercialisation of all Licensed Products and/or this Agreement, it shall so notify Immutep as soon as reasonably practicable thereafter. Such notification in accordance with this Clause 3.4 shall be deemed to be a notice of termination in respect of all the Licensed Products in accordance with Clause 15.
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Cessation of Development a. For purposes of this Agreement, Sublicensee shall be deemed to have ceased development if Sublicensee has not, in any period of twenty-four (24) consecutive months, opened three (3) new Restaurants.
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Cessation of Development. In the event ***. This Provision shall not apply to an Optionable Development Candidate against a Target in which the parties are ***.
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Cessation of Development. For purposes of this Agreement the Company shall be deemed to have ceased development if (i) during the first three (3) years from the date of this Operating Agreement the Company has not, in any period of eighteen (18) consecutive months, executed a lease or purchase contract for a new Restaurant, or, in any period of twenty-four (24) consecutive months, opened a new Restaurant; or (ii) the Company has not, in any period of twenty-four (24) consecutive months beginning after the expiration of three (3) years from the date of this Operating Agreement, opened three (3) new Restaurants.
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Related to Cessation of Development

  • Protection of Developments The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 5.3 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor’s agent and attorney to act for and in the Contractor’s behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.

  • Subsequent Developments After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties contained in this Contract to be no longer accurate in any material respect.

  • Notice of Developments Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

  • Joint Development If joint development is involved, the Recipient agrees to follow the latest edition of FTA Circular 7050.1, “Federal Transit Administration Guidance on Joint Development.”

  • Independent Development Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be similar to the Disclosing Party's Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party's Confidential Information.

  • Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:

  • Assignment of Developments I agree that I will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or have solely or jointly conceived or developed or reduced to practice, or have caused or may cause to be conceived or developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”). I further acknowledge that all Developments made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable law) for which I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for hire, I hereby assign to the Company, or its designee, all my right, title, and interest throughout the world in and to any such Development.

  • Ownership of Developments All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the "Work Product") shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

  • Clinical Development Licensee will have sole responsibility for and sole decision making over the clinical development of any Product arising from the Research Program in the Field. Notwithstanding the foregoing, if Licensee wishes to conduct clinical development of a Development Candidate at Penn and Penn has the clinical expertise, interest and ability to run such a trial as assessed at Penn’s sole discretion, such a study will be conducted under a separate Clinical Trial Agreement to be negotiated by the Parties prior to initiation of such study. Such separate clinical trial agreement will include a detailed clinical development plan, including costs and time lines for conducting the Clinical Trial.

  • Development 3.3 Within twenty (20) Working Days after the Commencement Date and in accordance with paragraphs 3.10 to 3.12 (Amendment and Revision), the Contractor will prepare and deliver to the Authority for approval the full and final Security Plan which will be based on the draft Security Plan set out in Appendix B.

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