Winding Down Sample Clauses

Winding Down. Biosource may, in its discretion, engage in an orderly wind-down of the Research Services, including the reassignment of the scientists devoted thereto, during the last six (6) months of the Research Collaboration. Biosource shall absorb all of its own costs of winding down the Research Collaboration.

Winding Down. 19.1 In the event that this Agreement is terminated (whether by effluxion of time or by notice of termination) the Partners agree to co-operate to ensure an orderly wind down of their joint activities as set out in this Agreement with the minimum disruption to service users.

Winding Down. From and after the sixth anniversary of the Company’s formation, unless the Capital Members otherwise mutually agree or unless the Company has previously been dissolved, the Members shall cooperate in the marketing and sale of all or substantially all of the assets or outstanding Company Interests, or any other similar transaction to potentially interested third parties, such that the Company can be formally liquidated prior to the end of its stated term.

Winding Down. Following expiration or termination of this Agreement for any reason, to the extent not prohibited by Applicable Law and unless otherwise agreed by the Parties, the Parties shall wind down any clinical trials that are underway in respect of the terminated LCA Product and/or Unilateral Product, taking into account the health and safety of the subjects enrolled therein and Good Clinical Practice. In the event that a Party is Commercializing LCA Products and/or commercializing Unilateral Products under this Agreement, and in accordance with the foregoing provisions of this Section 19.6, a license is terminated then such Party shall be entitled to, and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including without limitation the right to sell off inventory, but in no event for a period longer than six (6) months from the effective date of termination.

Winding Down. Upon the Completion Date, Customer, in its sole discretion, shall either (i) pay any cancellation compensation for Product (for which Purchase Orders were issued) that Customer no longer wishes to purchase, unless termination was by Customer due to ▇▇▇▇▇▇’▇ uncured breach, in which case no such cancellation compensation shall be due; or (ii) shall purchase and ▇▇▇▇▇▇ shall sell to Customer, at the prices herein provided, any Product for which Purchase Orders have been or are required to be placed in accordance with the Development Schedule or any Commercial Forecast or Rolling Forecast given on or prior to the Completion Date and, at ▇▇▇▇▇▇’▇ prices thereof, all Sourced Materials and other materials ordered as contemplated in or permitted under this Agreement. Customer shall be responsible and liable to ▇▇▇▇▇▇ for any amounts accruing prior to the Completion Date including, but not limited to, amounts due under Section 8(2) for cancellation of the Development Work, and amounts due for Purchase Orders under Section 15(2) for Commercial Work; provided, however, it is agreed and understood by ▇▇▇▇▇▇ that any and all expenditures scheduled but not actually made due to such immediate termination shall be deducted from any of the foregoing amounts. Upon the Completion Date, ▇▇▇▇▇▇ shall arrange for delivery to Customer or destruction of any Customer Materials at the Facility, at the cost and/or expense of Customer. Upon the Completion Date, ▇▇▇▇▇▇ shall make available, as is and where is, to Customer the Equipment, if paid for by Customer. Vetter shall have returned to Customer all documentation (including copies thereof) constituting Information of Customer; provided, however, notwithstanding the foregoing, ▇▇▇▇▇▇ or any of its Affiliates may retain such limited quantity of the Product, the Customer Materials (all thereof sufficient for two (2) analyses) and such documentation as may be necessary for proper record keeping in satisfaction of Territory Laws. Upon the Completion Date, Customer shall return to ▇▇▇▇▇▇ any and all documentation (including copies thereof) provided to Customer and constituting Information of ▇▇▇▇▇▇ and/or any of its Affiliates; provided, however, Customer may retain such limited number thereof as may be necessary for proper record keeping in satisfaction of Territory Laws.

Winding Down. The winding down shall be negotiated between the Commission and EIF in good faith but in any case should be no later than 31 December 2033. Discussions on the practical arrangements should be in place at the latest on 30 June 2033.

Winding Down. To the extent not prohibited by Applicable Law, the Parties shall wind down any clinical trials that are underway in respect of the terminated Collaboration Product and/or Unilateral Product, taking into account the health and safety of the subjects enrolled therein and Good Clinical Practice. In the event that a Party is Commercializing Collaboration Products and/or Unilateral Products under this Agreement, and in accordance with the foregoing provisions of this Section 16.3, a license is terminated then such Party shall be entitled to, and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including the right to sell off inventory, but in no event for a period longer than six (6) months from the effective date of termination.

Winding Down. On or before July 1, 2019, unless a Majority Interest of the Members otherwise mutually agree or unless the Company has previously been dissolved, the Members shall cooperate in the marketing and sale of all or substantially all of the assets or outstanding Company Interests, or any other similar transaction to potentially interested third parties, such that the Company can be formally liquidated prior to the end of its stated term.

Winding Down. This Article 15 shall survive termination of this Agreement, for the purpose of monitoring, and otherwise coordinating with respect to, the matters contemplated in Section 14.2, and shall thereafter terminate when the obligations of the parties under Section 14.2 have been fulfilled.