Common use of PROVISIONS FOR EARLY TERMINATION Clause in Contracts

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failure; (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres CERES has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed CERES fails in a substantial manner, by December 31, 2009, manner to implement and continue the activities set forth in EXHIBIT FF (or other similar activities in furtherance of commercial exploitation of the COLLABORATION CROPS), and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRACA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the partiesParties, or unless sooner terminated in accordance with the following provisions of this ParagraphArticle: (a) mutual, written agreement of the partiesParties; (b) failure of one party Party to satisfy its material obligations under this AgreementSCHEDULE, and such party Party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement SCHEDULE and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party Party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE IGER to the other party Party in case either the terminating party Party or the other party Party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE IGER will have the right to terminate this Agreement SCHEDULE unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement the CA relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres CERES has failed in a substantial manner, by December 31, 2009three (3) years after either Party or the Parties jointly have developed a [***] method for Miscanthus that results in the crop being commercially competitive in the United States or in Europe as compared to other energy crops being grown at that time in the relevant geography, to implement the activities set forth in EXHIBIT FF to the CA, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE IGER within ninety (90) days after receipt of a written notice from NOBLE IGER specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or; (e) CERES will have the right to terminate this Agreement SCHEDULE unilaterally: (i) with thirty (30) days’ written notice to NOBLE IGER if Xx. Xxx Xxxxxx ceases Xxxx Xxxxxxx-Xxxxx or Xxxx Xxxxxxxx cease(s) to be associated with NOBLE IGER and the research activities associated with this SCHEDULE, and NOBLE IGER has not replaced him such person(s) within one hundred twenty (120) days by a person (a) person(s) reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLEIGER, if the institutional mission, purpose purpose, structure or structure funding of NOBLE IGER would change substantiallysubstantially and adversely affect IGER’s ability to satisfy its obligations hereunder; or (iii) with one (1) years’ written notice to NOBLEIGER, if CERES has a documented compelling business reasons reason to cease the collaboration, (for example, without limitation, lack of sufficient processing capacity for COLLABORATION CROPS within the expected timeframe in the United States; COLLABORATION CROPS are non-competitive with other biomass sources); (iv) with three (3) months’ prior written notice to IGER, such notice to be given no earlier than eighteen (18) months after the Effective Date of the CA, if no rights to commercialize (including determination of the compensation due upon commercialization) COLLABORATION CROPS germplasm provided by IGER which is included in the RESEARCH PROJECT covered by this SCHEDULE have been secured to CERES’ reasonable satisfaction in compliance with the CBD; or (v) with thirty (30) days’ written notice to IGER if Defra has not assigned to IGER, or granted to IGER an exclusive license reasonably satisfactory to CERES on, the Intellectual Property vested in Defra or the Crown or the Secretary of State pursuant to the DEFRA agreement NF 0426 within sixty (60) days from the Effective Date (the “Assignment/License”), provided however that such termination may be for the entirety of this SCHEDULE or only for certain parts of the RESEARCH PROJECT covered by this SCHEDULE.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failure; (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx Dr. [***] ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed CERES fails in a substantial manner, by December 31, 2009, manner to implement and continue the activities set forth in EXHIBIT FF (or other similar activities in furtherance of commercial exploitation of the COLLABORATION CROPS), and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx Dr. [***] ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRACA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the partiesParties, or unless sooner terminated in accordance with the following provisions of this ParagraphArticle: (a) mutual, written agreement of the partiesParties; (b) failure of one party Party to satisfy its material obligations under this AgreementSCHEDULE, and such party Party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement SCHEDULE and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party Party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE IGER to the other party Party in case either the terminating party Party or the other party Party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE IGER will have the right to terminate this Agreement SCHEDULE unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement the CA relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres CERES has failed in a substantial manner, by December 31, 2009three (3) years after either Party or the Parties jointly have developed a [***] method for Miscanthus that results in the crop being [***] competitive in the United States or in [***] as compared to other energy crops being grown at that time in the relevant geography, to implement the activities set forth in EXHIBIT FF to the CA, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE IGER within ninety (90) days after receipt of a written notice from NOBLE IGER specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or; (e) CERES will have the right to terminate this Agreement SCHEDULE unilaterally: (i) with thirty (30) days’ written notice to NOBLE IGER if Xx. Xxx Xxxxxx ceases Xxxx Xxxxxxx-Xxxxx or Xxxx Xxxxxxxx cease(s) to be associated with NOBLE IGER and the research activities associated with this SCHEDULE, and NOBLE IGER has not replaced him such person(s) within one hundred twenty (120) days by a person (a) person(s) reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLEIGER, if the institutional mission, purpose purpose, structure or structure funding of NOBLE IGER would change substantiallysubstantially and adversely affect IGER’s ability to satisfy its obligations hereunder; or (iii) with one (1) years’ written notice to NOBLEIGER, if CERES has a documented compelling business reasons reason to cease the collaboration, (for example, without limitation, lack of sufficient processing capacity for COLLABORATION CROPS within the expected timeframe in the United States; COLLABORATION CROPS are non-competitive with other biomass sources); (iv) with three (3) months’ prior written notice to IGER, such notice to be given no earlier than eighteen (18) months after the Effective Date of the CA, if no rights to commercialize (including determination of the compensation due upon commercialization) COLLABORATION CROPS [***] provided by IGER which is included in the RESEARCH PROJECT covered by this SCHEDULE have been secured to CERES’ reasonable satisfaction in compliance with the CBD; or (v) with thirty (30) days’ written notice to IGER if Defra has not assigned to IGER, or granted to IGER an exclusive license reasonably satisfactory to CERES on, the Intellectual Property vested in Defra or the Crown or the Secretary of State pursuant to the DEFRA agreement NF 0426 within sixty (60) days from the Effective Date (the “Assignment/License”), provided however that such termination may be for the entirety of this SCHEDULE or only for certain parts of the RESEARCH PROJECT covered by this SCHEDULE.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failurefailure(s); (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres CERES has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx [***] ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. CERES-NOBLE Schedule Breeding-Genomics Page 3 of 8 This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failurefailure(s); (c) one hundred eighty (1180) year’s days’ prior written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); or (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx ceases and Xx. Xxxxxxx Xxxxxxx cease to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ year’s written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.

PROVISIONS FOR EARLY TERMINATION. This SCHEDULE does not terminate automatically upon termination of the MRA. This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the parties, or unless sooner terminated in accordance with the following provisions of this Paragraph: (a) mutual, written agreement of the parties; (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party specifying such failure; (c) one (1) year’s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the other party ceases substantially all activities in the COLLABORATION CROPS; (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE’S ability to satisfy its obligations hereunder; or (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days’ written notice to NOBLE if Xx. Xxx Xxxxxx [***] ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years’ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.