INITIAL PAYMENT AND TERMINATION Sample Clauses

INITIAL PAYMENT AND TERMINATION. SECTION 1. Exclusively upon and subject to Relief’s receipt of the Initial Payment (as defined in Section 1.1.(a) of the Article 3) (the date of receipt of the Initial Payment, the “Termination Date”): (i) the Collaboration Agreement shall be deemed as terminated; and (ii) the Exclusive License Agreement and the Clinical Supply and Quality Agreements (as defined in the Exclusive License Agreement) shall become effective. SECTION 2. In case of Acer’s breach of its obligation to execute the Initial Payment in accordance with the term set forth in Section 1.1.(a) of the Article 3, Relief will be entitled, at its sole election and discretion, to: (i) enforce its right to receive the Initial Payment in accordance with Section 1 and Section 2 of Article 5, provided that until Relief’s receipt of the Initial Payment, the Collaboration Agreement will remain in full force and effect; or (ii) terminate this Termination Agreement by written notice to Acer and, in this event, the Exclusive License Agreement with the related Clinical Supply and Quality Agreements shall be considered as null, void and of no legal effect, and the Collaboration Agreement shall continue to be fully effective in all its terms and conditions; and (iii) in both cases (i) and (ii), claim damages for the alleged breach.