Program Failure Clause Samples

Program Failure. Should any Licensed Product development program for any Indication fail at a key decision point during the Research Program, as such failure is defined in the Research Plan, and a decision is subsequently made by the Licensee to discontinue further development of the Research Program with respect to such Indication (“Failed Indication”), any remaining Research Support Amount allocated for the Failed Indication program pursuant to the then-current agreed budget for the Research Program (minus wind-down and non-cancellable expenses with respect to the activities under the research plan for such Failed Indication) will be reallocated to activities to be conducted under the Research Program for the other remaining Indications under the Research Program. Such Failed Indication will be removed promptly from the Indication definition of the Agreement, with written confirmation of such termination of rights promptly provided by Licensee to Penn (“Failed Indication Notice”). In addition, Penn’s obligations pursuant to the Limited Exclusivity Covenant in Section 2.7 shall terminate as of the date of such Failed Indication Notice; and any licenses and rights granted by Amicus to Penn under the Amicus Technology with respect to such Failed Indication shall also automatically terminate, effective as of the date of the applicable Failed Indication Notice.

Program Failure. For each program, Contractor shall develop criteria for program failure. The criteria may include violation of program rules, failure to attend and participate in required program activities, or a documented pattern of undermining the program effectiveness for the offender or others by being disruptive toward staff or other program participants. Serious acts of violence or attempted escape will result in termination from the program by the State upon review of the incident and completion of the appropriate disciplinary processes. The State retains sole authority to remove offenders from the programs for disciplinary or other reasons.

Program Failure. In the event that the portion of the Research Program associated with any Licensed Product for any Indication fails at a key decision point during the Research Program, as such failure is objectively defined in the work plan for such project, and a decision is subsequently made by the Licensee to discontinue further development of the program for such Indication (“Failed Indication”), any remaining funding allocated for the Failed Indication program pursuant to a Research Program SRA (minus wind-down and non-cancellable expenses) will be promptly returned to Licensee or allocated as set forth in the Research Program SRA.

Program Failure. Abingworth will have the right to terminate this Agreement upon written notice to CymaBay if the RESPONSE Trial is completed or terminated and either (a) the primary endpoint in such trial is not achieved or (b) Abingworth reasonably determines that the Research Results of such trial do not support Regulatory Approval. For the avoidance of doubt, if an application for Regulatory Approval is accepted for filing by a Regulatory Authority in the U.S, EU or UK then this Agreement may not thereafter be terminated pursuant to this Section 13.3.3.2.