Codexis Special Termination Right Sample Clauses

Codexis Special Termination Right. In the event that Merck is determined, [***], as a consequence of an audit conducted by Codexis pursuant to Article 8 (each audit that satisfies the requirements of either clause (a) or (b) of this Section 12.5 is referred to herein as a “Section 12.5 Event”), to have either underpaid or completely failed to pay the amounts that should have been paid to Codexis such that Merck is required to pay Codexis’ out-of-pocket costs of the audit pursuant to Section 8.2.6, Codexis may, [***], terminate this Agreement in its entirety, without a curative period, and regardless of whether Merck can or does cure such failure to pay or underpayment, upon providing thirty (30) days’ written notice to Merck. [***].