Unilateral Termination Rights Clause Samples

POPULAR SAMPLE Copied 1 times
Unilateral Termination Rights. GSK shall have the right, at its sole discretion, exercisable at any time during the Term, to terminate this Agreement (i) in its entirety or (ii) with respect to a particular Program, for any reason or no reason at all, upon ninety (90) days written notice to Targacept referencing this Section 12.3 and stating its intention to terminate this Agreement or the particular Program, without incurring any additional liability, penalty, cost or expense, other than any costs or expenses which are due and accrued as of the effective date of such termination. Targacept shall have the right, at its sole discretion, to terminate this Agreement with immediate effect with respect to a particular Program upon written notice to GSK if, with respect to any Patent owned or Controlled by Targacept (solely or jointly with GSK) that covers the composition of matter or a method of using or making a Progressed Compound, Product Candidate or Licensed Product in such Program, GSK files an action for a declaratory judgment of invalidity of such Patent, initiates a re-examination proceeding with respect to such Patent, or otherwise challenges the scope, validity or enforceability of such Patent.
View Source
Unilateral Termination Rights. 12.4.1 In the event that X4 or any of its Affiliates anywhere in the Territory, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, reexamination, post grant review, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable (a “Patent Challenge”) (except as required under a court order or subpoena), Genzyme may terminate this Agreement immediately upon written notice to X4. In the event that a Sublicensee of X4 or an Affiliate thereof anywhere in the Territory institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in) a Patent Challenge (except as required under a court order or subpoena), then Genzyme may send a written demand to X4 to terminate such sublicense in the event such Sublicensee fails to withdraw such Patent Challenge or such Patent Challenge is otherwise not dismissed [***]. If such Sublicensee fails to withdraw such Patent Challenge or such Patent Challenge is not dismissed [***], and thereafter, X4 shall terminate such Sublicense [***]. Notwithstanding the foregoing, Genzyme shall not have any termination rights pursuant to this Section 12.4.1 on account of any Patent Challenge that is either (i) a legal or administrative challenge asserted as a counterclaim in an action initiated by or under the authority of Genzyme against X4, its Sublicensees or their respective Affiliates, or (ii) a declaratory action proceeding brought against Genzyme with respect to the validity, patentability or enforceability of any Licensed Patent as a result of Genzyme threatening to bring any action against X4, its Sublicensees, or their respective Affiliates. 12.4.2 X4 may terminate this Agreement in its entirety immediately upon notice to Genzyme for a Material Safety Issue. “Material Safety Issue” shall mean the reasonable belief of X4 or any of its Affiliates’ or Sublicensees’ based upon additional information that becomes available or an analysis of the existing information at any time, that ...
View SourceView Similar (2)
Unilateral Termination Rights. 5.2.1 Prior to the delivery by Purchaser of the Option Exercise Notice, Purchaser may, in its sole discretion terminate this Agreement in its entirety for any reason or no reason at all, effective upon written notice to Seller. 5.2.2 Seller may, in its sole discretion, terminate this Agreement for Purchaser’s material breach of this Agreement, provided such termination will not be effective until and unless Seller gives written notice to Purchaser and Purchaser fails to cure such breach within five days. 5.2.3 Purchaser may, in its sole discretion, terminate this Agreement for Seller’s material breach of this Agreement, provided such termination will not be effective until and unless Purchaser gives written notice to Seller and Sellers fails to cure such breach within five days.
View Source
Unilateral Termination Rights 
View Source

Related to Unilateral Termination Rights

  • Additional Termination Rights 3.1 In addition to any other termination rights in the Agreement, UBS shall have the right to terminate the Agreement on thirty

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.