Termination by Celgene Sample Clauses

Termination by Celgene. Without limiting any other legal or equitable remedies that Celgene may have, if Celgene terminates this Agreement in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. accordance with Section 11.2.1, then the license granted to Acceleron pursuant to Section 4.2 shall terminate, the licenses granted to Celgene under Section 4.1 shall continue in perpetuity and (i) all future royalties payable by Celgene under this Agreement shall be reduced by [* * *] percent [* * *]; (ii) Celgene shall have no obligation to pay any milestones arising under this Agreement after the date of such termination; (iii) Acceleron’s obligations under Article 6 (Exclusivity) shall survive such termination for as long as Celgene is paying royalties pursuant hereto; and (iv) Acceleron shall continue to be solely responsible for all royalty, milestone, and other payments owed to Salk or any other third party licensor pursuant to an agreement executed by Acceleron prior to the Effective Date (or, with respect to any Option Compound, prior to the date that such Option Compound is deemed a Licensed Compound in accordance with Article 7); provided that, if Acceleron is the Breaching Party and Celgene terminates this Agreement in accordance with Section 11.2.1(a) for a breach by Acceleron of its material obligations under Article 6 (Exclusivity) or if Acceleron breaches such Article 6 (Exclusivity) following termination during the period such obligations survive as provided in this Section 11.2.1(b), then Celgene shall have no further obligation to pay any royalties hereunder based on Net Sales arising after the date of such termination, but Celgene shall be responsible for paying any royalties due to Salk and other Third Parties pursuant to Section 5.6.3(c) with respect to activities of Celgene in exercising such licenses.
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Termination by Celgene pursuant to Section 12.2 or by EPIZYME Pursuant to Section 12.3 or Section 12.5. In the event of termination by CELGENE pursuant to Section 12.2 or by EPIZYME pursuant to Section 12.3 or Section 12.5, whether in its entirety or with respect to one or more Selected Target(s), (w) such termination of a Selected Target shall be effective with respect to the entire Development Program for such Selected Target; (x) the applicable Available Target (if the entire Agreement is terminated during the Option Term) or Selected Target shall be deemed a “Terminated Target” and all Licensed Compounds and Licensed Products Directed to such Terminated Target, and related Diagnostic Products, shall be deemed “Terminated Products,” (y) each country in the CELGENE Territory terminated by EPIZYME pursuant to Section 12.3 shall be deemed a “Terminated Country” for such Terminated Target or if this Agreement is terminated in its entirety or with respect to a Selected Target (whether by EPIZYME or CELGENE), all countries in the CELGENE Territory shall be deemed “Terminated Countries” for the applicable Terminated Target(s) and the EPIZYME Territory shall include such Terminated Country(ies) with respect to such Terminated Target(s), and (z) the following shall apply:
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Termination by Celgene. On a Terminated Target-by-Terminated Target or Lapsed Target-by-Lapsed Target basis, as applicable, in the event CELGENE terminates this Agreement pursuant to Section 12.4.2, (i) all licenses granted to EPIZYME under Sections 5.2.1 through 5.2.5, inclusive, with respect to the Terminated Target and Terminated Products or Lapsed Target, as applicable, shall be terminated and of no further force and effect; (ii) the licenses granted to CELGENE pursuant to Sections 5.1.2 and 5.1.3 shall become perpetual, irrevocable and fully paid-up with respect to such Terminated Target and Terminated Products and shall survive any such termination, and (iii) all provisions of this Agreement shall terminate except as set forth in Section 12.6.3(b)(ii) and Section 12.7.2 (subject to Section 12.6.3(b)(i)) and shall apply solely with respect to such Terminated Target.
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Termination by Celgene. 10.2.1 Celgene shall have the right to terminate this Agreement at any time in its sole discretion upon […***…] advance notice to Zymeworks with respect to:
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Termination by Celgene. Notwithstanding anything to the contrary contained herein, with respect to the d-MPH Products, in event that Novartis has not made all required filings with the Japanese Ministry of Health and Welfare within five years of the date of execution of this Agreement, all licenses and rights granted to Novartis with respect to the d-MPH Products in Japan shall terminate.
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Termination by Celgene. Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
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Termination by Celgene. Celgene may terminate this Agreement in its entirety (but, for clarity, not on Program by Program basis) at will, subject to Section 11.3.2, at any time during the Term upon [***] prior written notice to the other Party hereunder.
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Termination by Celgene. With the exception of the Sponsored Research Funding of Section 4.1.2, which is non-terminable, this Agreement and all of Celgene's rights and obligations hereunder shall be terminable by Celgene, if Celgene or its Affiliates or Sublicensee(s) ceases to develop at least one Licensed Product, including either an Amino Thalidomide Product or a Revimid Product, upon ninety (90) days written notice to CMCC, and upon payment of all accounts due CMCC through the effective date of termination. In such event, the provisions of Section 3 shall apply.
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Termination by Celgene 
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Related to Termination by Celgene

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

  • Termination by Xxxxxx Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances:

  • Termination by Consultant Consultant may terminate Consultant's engagement under this Agreement for any reason provided that Consultant gives Company at least thirty (30) days' notice in writing. Company may, at its option, accelerate such termination date to any date at least two weeks after Consultant's notice of termination. Company may, at its option, relieve Consultant of all duties and authority after notice of termination has been provided. All compensation, payments and unvested benefits will cease on the termination date.

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • Termination by Licensee 10.1 Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 18. (Notices) and termination of this Agreement will be effective sixty (60) days after the effective date thereof.

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