Termination for Clinical Reasons Clause Samples

Termination for Clinical Reasons. During the Research Term, either Party, or a Strategic Partner then having Development responsibility, shall have the right to terminate this Agreement in its entirety at any time upon at least thirty (30) days prior written notice to the other Party in the event that (i) a Party, or a Strategic Partner then having Development responsibility, in the exercise of its reasonable scientific judgment, determines that further Development of Emricasan for use in the Research Field is unlikely to be successful; provided, however, that if Histogen seeks to terminate this Agreement in accordance with the foregoing and Amerimmune believes in its reasonable scientific judgment that further Development of Emricasan for use in the Research Field is likely to be successful, then Amerimmune may veto such termination by notice to Histogen and committing (to Histogen) to spend at least One Million dollars ($1,000,000) in Development costs within twelve (12) months following Histogen’s written notice to terminate for clinical reasons. After entry into the first Qualifying Strategic Partnership, Amerimmune shall have the right to terminate this Agreement in its entirety at any time upon at least thirty (30) days prior written notice to Histogen in the event that such Strategic Partnership is terminated and no other Qualifying Strategic Partnership is then in effect.