Common use of DURATION & RENEWAL Clause in Contracts

DURATION & RENEWAL. CANCELLATION This agreement, which entered into force on the first of January 1999 for an initial term of four (4) years, was amended and extended for an additional four year term, to expire on December 31st 2006. Not less than one year before the expiry of the agreement, the Steering Committee will gather to make an overall assessment of the results of the collaboration and define the modalities whereby this collaboration shall continue, in terms of scientific objectives and in terms of resources. The Steering Committee will communicate its conclusions to the Parties who will take the decision to stop or continue the collaboration at the expiry of the term of the Agreement. In the latter case, a new agreement shall be executed. One of the Parties is entitled, by right of law, to terminate this Agreement in the event of non-fulfillment by the other Party of one or more of the obligations mentioned in this agreement. Termination shall only be effective three months after the complaining party has sent a registered letter with acknowledgement of receipt, specifying the reasons for the complaint, unless, within this time frame, the defaulting party fulfils its obligations or proves that this was a case of "force majeure". Termination shall not exempt the defaulting party from fulfilling its obligations contracted under this agreement prior to the effective time of termination. In addition, the defaulting party shall be liable for any harm suffered by the complaining party due to the early termination of this agreement. In cast of breach or default by Idenix under this Agreement, Novartis shall be entitled to remedy such breach or default on behalf of Idenix. To this end, the Parties shall provide Novartis with a copy of any notice of breach or default delivered to Idenix, and any related correspondence, at the same time they are delivered to Idenix. Novartis shall inform the Parties of its decision to remedy Idenix's breach within fifteen (15) business days following receipt by Novartis of the notice of breach served to Idenix. If Novartis elects to remedy Idenix's breach, termination shall only be effective if Novartis fails to remedy Idenix's breach within three (3) months as of receipt by Novartis of the notice of breach served to Idenix. In the event that Novartis does not exercise its right to remedy such breach or default on behalf of Idenix, and the other Parties become entitled to terminate this Agreement as a result of Idenix's failure to remedy its breach, then prior to the exercise of such right by the Parties, Novartis shall be entitled to assume all of the rights and obligations of Idenix. The other Parties shall accordingly notify Novartis in writing of their intention to terminate this Agreement, and Novartis shall inform such Parties within fifteen (15) business days as to whether it wishes to assume all the rights and obligations of Idenix hereunder. If Novartis elects to assume such rights and obligations, it shall be entitled to an additional fifteen (15) business day period to remedy the breach or default giving rise to the right to terminate as set forth in this Article 12. Novartis shall succeed Idenix and assume all of Idenix's rights and obligations hereunder upon, and without the need for any further action by any Party hereunder other than, Novartis' timely remedy of the breach giving rise to the termination event as set forth in this paragraph of Article 12. Each Party acknowledges and agrees that as of the date of execution of this Restated and Amended Cooperative Agreement there is no breach or event of default existing or continuing by any other Party. The rights of Novartis provided in Articles 1, 2. 3 and 4.3 of Annex 3 to this Agreement shall cease in case the Development, License and Commercialization Agreement is terminated in whole or in part as a result of a breach by Novartis of its obligations thereunder, or if the Development, License and Commercialization Agreement is terminated by Novartis for convenience. Notwithstanding expiration of the agreement, or its earlier termination: - the provisions provided for in the "Confidentiality" article remain in effect for the time periods stipulated in the aforementioned article, - the provisions provided for in the articles "Industrial Propriety", "Exploitation of Results" and "IDENIX Exploitation Royalties" remain in effect.

DURATION & RENEWAL. CANCELLATION This agreementagreement shall be for a duration of four years, which entered into force on starting the first of January 1999 for an initial term of four (4) yearsJanuary, was amended and extended for an additional four year term, to expire on December 31st 20061999. Not less than one One year before the expiry end of the agreement, the Steering Committee will gather to make an overall assessment of the results of the collaboration and define the modalities whereby this collaboration shall could continue, in terms of scientific objectives and in terms of resources. The Steering Committee will communicate its conclusions to the Parties who will take the decision to stop or continue the collaboration at the expiry of the term of the Agreementcollaboration. In the latter case, a new agreement shall this Agreement will be executedextended by means of an amendment. One of the Parties is entitled, by right of law, entitled to automatically terminate this Agreement in the event of non-fulfillment by the other Party of one or more of the obligations mentioned in this agreement. Termination shall only be effective three months after the complaining party Novirio Cooperative Agreement with the Universite Montpellier II and the CNRS has sent a registered letter with acknowledgement of receipt, specifying the reasons for the complaint, unless, within this time frame, the defaulting party fulfils its obligations or proves that this was the non-fulfillment resulted from a case of "force majeure"" event. Termination shall not exempt the defaulting party from fulfilling its obligations contracted under this agreement prior to the effective time date of termination. In addition, the defaulting party shall be liable for any harm suffered by the complaining party due to the early termination of this agreement. In cast of breach or default by Idenix under this Agreement, Novartis shall be entitled to remedy such breach or default on behalf of Idenix. To this end, the Parties shall provide Novartis with a copy of any notice of breach or default delivered to Idenix, and any related correspondence, at the same time they are delivered to Idenix. Novartis shall inform the Parties of its decision to remedy Idenix's breach within fifteen (15) business days following receipt by Novartis of the notice of breach served to Idenix. If Novartis elects to remedy Idenix's breach, termination shall only be effective if Novartis fails to remedy Idenix's breach within three (3) months as of receipt by Novartis of the notice of breach served to Idenix. In the event that Novartis does not exercise its right to remedy such breach or default on behalf of Idenix, and the other Parties become entitled to terminate this Agreement as a result of Idenix's failure to remedy its breach, then prior to the exercise of such right by the Parties, Novartis shall be entitled to assume all of the rights and obligations of Idenix. The other Parties shall accordingly notify Novartis in writing of their intention to terminate this Agreement, and Novartis shall inform such Parties within fifteen (15) business days as to whether it wishes to assume all the rights and obligations of Idenix hereunder. If Novartis elects to assume such rights and obligations, it shall be entitled to an additional fifteen (15) business day period to remedy the breach or default giving rise to the right to terminate as set forth in this Article 12. Novartis shall succeed Idenix and assume all of Idenix's rights and obligations hereunder upon, and without the need for any further action by any Party hereunder other than, Novartis' timely remedy of the breach giving rise to the termination event as set forth in this paragraph of Article 12. Each Party acknowledges and agrees that as of the date of execution of this Restated and Amended Cooperative Agreement there is no breach or event of default existing or continuing by any other Party. The rights of Novartis provided in Articles 1, 2. 3 and 4.3 of Annex 3 to this Agreement shall cease in case the Development, License and Commercialization Agreement is terminated in whole or in part as a result of a breach by Novartis of its obligations thereunder, or if the Development, License and Commercialization Agreement is terminated by Novartis for convenience. Notwithstanding expiration of the agreement, Agreement or its earlier termination: - the The provisions provided for in the "Confidentiality" article remain in effect for the time periods stipulated in the aforementioned article, - the . The provisions provided for in the articles "Industrial Propriety", "Exploitation of Results" and "IDENIX NOVIRIO Exploitation RoyaltiesRoyalties " remain in effect.