Common use of Term; Termination; Damages Clause in Contracts

Term; Termination; Damages. (a) The Program shall continue for eighteen months from the date hereof (the "Term"); provided that the Steering Committee shall have an option ---- -------- (the "Extension Option") to extend the Program for an additional six months (the ---------------- "Extension Period"). If the Steering Committee decides to terminate the Program ---------------- at the end of the Term, the Program shall be terminated by written notice to Emisphere and Lilly; in all other cases the Extension Option shall be deemed to have been exercised. (b) Lilly and Emisphere must mutually agree if the Program is to be extended beyond the Extension Period. (c) Either party may terminate this Agreement upon written notice to the other party that such party has breached this Agreement if, within 60 days of receipt of such notice such breach has not been cured. (d) Lilly hereby acknowledges and agrees that any breach by it of this Agreement would cause irreparable injury to Emisphere, that money damages alone would not provide an adequate remedy to Emisphere, and that, therefore, Emisphere shall have the right to receive all payments from Lilly contemplated hereunder [***] as liquidated damages in the event of termination due to Lilly's breach. [***] [***] [***] [***] [***] (e) Termination or expiration of this Agreement shall not affect the rights and obligations of the parties accrued hereunder prior to termination or expiration. To avoid doubt, it is hereby confirmed that termination of this Agreement by Lilly because of a breach by Emisphere shall not affect Lilly's options as set forth in Article II or Lilly's Right of First Refusal as set forth in Article III. To further avoid doubt, if Emisphere terminates this Agreement because of a breach by Lilly, Lilly's rights under Articles II and III shall be terminated. However, termination of this Agreement shall not affect any license entered into pursuant to such options and Right of First Refusal (whether Lilly or Emisphere is the terminating party).

Term; Termination; Damages. (a) The Agreement is in effect as of the Effective Date. Subject to articles 1.3(b), (c), (d), (e), and (f), the Program shall continue for eighteen months from the date hereof (the "Term"); provided that the Steering Committee shall have an option ---- -------- (the "Extension Option") to extend the Program for an additional six months (the ---------------- "Extension Period"). If the Steering Committee decides to terminate the Program ---------------- proceed as outlined in Exhibit A. The Companies will determine at the end of each Stage whether the TermCriteria have been met. If the Criteria have been met, then the Program shall be terminated by written notice continue to Emisphere and Lilly; in all other cases the Extension Option shall be deemed to have been exercisednext Stage provided that the profile of the Compound itself does not preclude its further development [***]. (b) Lilly and Emisphere must mutually agree if If preclinical or clinical findings prevent initiation or completion of a Stage of the Program is with respect to be extended beyond the Extension PeriodEmisphere Technology and/or the Compound, Regeneron or Emisphere, as the case may be, will have the option of immediately terminating the Program. (c) Either party Party may terminate this Agreement upon written notice to the other party Party that such party Party has breached committed a material breach of this Agreement if, within 60 days of receipt of such notice notice, such breach has not been cured, or the Parties have not agreed in writing to amend the Agreement to waive such breach. (d) Lilly hereby acknowledges and agrees that any breach by it of this Agreement would cause irreparable injury to Emisphere, that money damages alone would not provide an adequate remedy to Emisphere, and that, therefore, Should Emisphere shall have a bona fide written offer (the right to receive all payments from Lilly contemplated hereunder "Offer") during [***] as liquidated damages in of this Agreement from a third party to in-license Emisphere's Technology for use with the event of termination due Compound or establish an exclusive research collaboration for the Compound at terms more favorable to Lilly's breachEmisphere than herein, Emisphere shall be obligated, [***]. Regeneron shall have [***] [***] [***] [***] upon notification by Emisphere of the Offer or to [***], whichever is later (the "Decision Period"), to determine whether or not to exercise its Option (as defined below) to a license agreement (the "License Agreement"). If the Decision Period expires and Regeneron has not exercised its Option, Emisphere may immediately terminate the Program and this Agreement. (e) Termination or expiration of this Agreement shall not affect the rights and obligations of the parties Parties accrued hereunder prior to termination or expiration. To avoid doubt, it is hereby confirmed that termination of this Agreement by Lilly Regeneron because of a breach solely by Emisphere shall not affect LillyRegeneron's options and rights as set forth in Article II or Lilly's Right of First Refusal as set forth in Article IIIII. To further avoid doubt, if Emisphere terminates this Agreement because of a breach solely by LillyRegeneron, LillyRegeneron's options and rights under Articles Article II and III shall be terminated. However, termination of this Agreement shall not affect any license entered into pursuant to such options and Right of First Refusal (whether Lilly Regeneron or Emisphere is the terminating partyParty). (f) If the Steering Committee cannot agree on the scope, Criteria and tentative timelines for the Program within 45 days of the Effective Date, then the dispute resolution process outlined in section 1.2 (b) shall be initiated.

Term; Termination; Damages. (a) The Program shall continue for eighteen months [***] from the date hereof (the "Term"); provided that the Steering Committee shall have an option ---- -------- (the "Extension Option") to extend the Program for an additional six months [***] (the ---------------- "Extension Period"). If the Steering Committee decides to terminate the Program ---------------- at the end of the Term, the Program shall be terminated by written notice to Emisphere and Lilly; in all other cases the Extension Option shall be deemed to have been exercised. (b) Lilly and Emisphere must mutually agree if the Program is to be extended beyond the Extension Period. (c) Either party may terminate this Agreement upon written notice to the other party that such party has breached this Agreement if, within 60 days of receipt of such notice such breach has not been cured. (d) Lilly hereby acknowledges and agrees that any breach by it of this Agreement would cause irreparable injury to Emisphere, that money damages alone would not provide an adequate remedy to Emisphere, and that, therefore, Emisphere shall have the right to receive all payments from Lilly contemplated hereunder [***] as liquidated damages in the event of termination due to Lilly's breach. [***] [***] [***] [***] [***] (e) Termination or expiration of this Agreement shall not affect the rights and obligations of the parties accrued hereunder prior to termination or expiration. To avoid doubt, it is hereby confirmed that termination of this Agreement by Lilly because of a breach by Emisphere shall not affect Lilly's options as set forth in Article II or Lilly's Right of First Refusal as set forth in Article III. To further avoid doubt, if Emisphere terminates this Agreement because of a breach by Lilly, Lilly's rights under Articles II and III shall be terminated. However, termination of this Agreement shall not affect any license entered into pursuant to such options and Right of First Refusal (whether Lilly or Emisphere is the terminating party).

Term; Termination; Damages. (a) The Program This Agreement shall continue for eighteen months from in effect until expiration or termination of the date hereof 1998 Oral PTH License Agreement and the 1998 Oral HGH License Agreement (the "Term"); provided that the Steering Committee shall have an option ---- -------- (the "Extension Option") to extend the Program for an additional six months (the ---------------- "Extension Period"). If the Steering Committee decides to terminate the Program ---------------- at the end of the Term, the Program shall be terminated by written notice to Emisphere and Lilly; in all other cases the Extension Option shall be deemed to have been exercised.---- (b) Lilly and Emisphere must mutually agree if the Program is to be extended beyond the Extension Period. (c) Either party may terminate this Agreement upon written notice to the other party that such party has breached this Agreement if, within 60 sixty (60) days of receipt of such notice such breach has not been cured. (d) . [* * *]. Should Lilly hereby acknowledges and agrees that any breach by it of terminate this Agreement would cause irreparable injury agreement, not due to Emisphere's breach, that money damages alone would not provide an adequate remedy to Emisphere, then the 1998 Oral PTH and that, therefore, HGH License Agreements shall also be immediately terminated. If Emisphere shall have the right to receive all payments from Lilly contemplated hereunder [***] as liquidated damages in the event of termination terminates due to Lilly's breach. [***] [***] [***] [***] [***], then the License Agreements also shall terminate. (ec) In the event of termination, the parties will issue a joint press release which states the facts of the termination of the Agreement, and if the termination was Confidentiality Requested by Empire Technologies, Inc., XXX Xxxx Xx. 00000 not due to the Emisphere Technology, that Lilly will continue to evaluate the Emisphere Technology with respect to other Lilly proteins. (d) Termination or expiration of this Agreement shall not affect the rights and obligations of the parties accrued hereunder prior to termination or expiration. To avoid doubt, it is hereby confirmed that termination of this Agreement by Lilly because of a breach by Emisphere shall not affect Lilly's options as set forth in Article II or Lilly's Right of First Refusal as set forth in Article IIIII. To further avoid doubt, if Emisphere terminates this Agreement because of a breach by Lilly, Lilly's unexercised rights under Articles II and III shall be terminated. However, termination Termination of this Agreement shall not affect any license entered into pursuant to such options and Right of First Refusal the licenses set forth in the 1998 Oral License Agreements except as set forth in Article 1.3 (whether b)(whether Lilly or Emisphere is the terminating party).