Termination of Development and License Agreement Clause Samples

The 'Termination of Development and License Agreement' clause defines the conditions and procedures under which either party may end the agreement governing the development and licensing of a product or technology. This clause typically outlines the specific events or breaches that can trigger termination, such as failure to meet milestones, insolvency, or mutual consent, and may specify notice periods or obligations upon termination, like returning confidential information or ceasing use of licensed materials. Its core practical function is to provide a clear exit strategy for both parties, ensuring that rights and responsibilities are understood if the collaboration needs to end prematurely.
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Termination of Development and License Agreement. The parties acknowledge and agree that on September 30, 1997 the Development and License Agreement dated September 16, 1994 between ISI and MCI ("Agreement") expired according to its terms. The parties agree that the Agreement and the Existing Agreements (as defined below) are hereby terminated in all respects. Without in any way limiting the generality of the foregoing, this termination includes the termination of (i) Section 10.12 of the Agreement so that no terms in the Agreement survive, and (ii) each party's rights and obligations under the Agreement and the Existing Agreements, including, but not limited to, all license rights. Each party is entitled to retain any payments received from the other party prior to the Effective Date under the Agreement, the Existing Agreements and any other written or oral agreements between ISI and MCI. The parties acknowledge that any and all rights and obligations of either party under the terms of the Agreement, the Existing Agreements and any other written or oral agreements between ISI and MCI (including, but not limited to, any materials delivered or to be delivered under the Agreement) will be governed and controlled by the terms of this Contract. Notwithstanding the above, any confidential information exchanged between MCI and ISI prior to the Effective Date under the Agreement shall continue to be considered the confidential information of the disclosing party and held in confidence by the party receiving such confidential information according to the terms of EXHIBIT C of this Contract.
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Termination of Development and License Agreement. The parties acknowledge and agree that prior to the Closing, CAI shall procure the termination of that certain Development and License Agreement among CAI, [***], dated [***] (the “CAI Development Agreement”).
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Termination of Development and License Agreement. This Agreement will automatically terminate in the event the Development and License Agreement is terminated for any reason.
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Termination of Development and License Agreement. Subject to and upon the terms and conditions of this Agreement, and effective at the Closing Time on the Closing Date, the Buyer and the Seller hereby terminate the Development and License Agreement, including without limitation, the governance, diligence and economic provisions thereof. Neither the effects of termination set forth in Section 11.6 of the Development and License Agreement nor the survival provisions set forth in Section 11.8 of the Development and License Agreement shall apply to such termination. Notwithstanding the foregoing, Section 8.3.2 of the Development and License Agreement shall survive such termination for two (2) years following the Agreement Date.
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Related to Termination of Development and License Agreement

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Short-Term Reliability Process Solution, the ISO shall tender to the Developer that proposed the selected transmission Short-Term Reliability Process Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its Reliability Planning Process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Short-Term Reliability Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the STAR or Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Short-Term Reliability Process Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.