Common use of Termination of Collaboration Upon Pharmacopeia Change in Control Clause in Contracts

Termination of Collaboration Upon Pharmacopeia Change in Control. In the event of a Pharmacopeia Change in Control during the term of the Collaboration, SPL shall have the right, in its discretion, (i) to terminate the Agreement pursuant to Section 10.4.1, below, or (ii) to terminate the Collaboration and not the Agreement upon ninety (90) days written notice to Pharmacopeia after such Change in Control expressly stating its intention to terminate the Collaboration. In the event that SPL elects to terminate the Collaboration and not the Agreement, then (a) SPL will not be obligated to make the payments set forth in Section 5.2 for the period after the effective date of such termination, (b) Pharmacopeia shall not be obligated to conduct any Collaboration research activities after the effective date of such termination, and (c) the remaining terms and conditions of this Agreement, including without limitation the licenses and royalty obligations set forth herein, shall remain in full force and effect until the Agreement expires or is terminated as set forth in Article X, below.

Termination of Collaboration Upon Pharmacopeia Change in Control. In the event of a Pharmacopeia Change in Control during the term of the Collaboration, SPL Schering shall have the right, in its discretion, (i) to terminate the Agreement pursuant to Section 10.4.1, below, or (ii) to terminate the Collaboration and not the Agreement upon ninety (90) days written notice to Pharmacopeia after such Change in Control expressly stating its intention to terminate the Collaboration. In the event that SPL Schering elects to terminate the Collaboration and not the Agreement, then (a) SPL Schering will not be obligated to make the payments set forth in Section 5.2 for the period after the effective date of such termination, (b) Pharmacopeia shall not be obligated to conduct any Collaboration research activities after the effective date of such termination, and (c) the remaining terms and conditions of this Agreement, including without limitation the licenses and royalty obligations set forth herein, shall remain in full force and effect until the Agreement expires or is terminated as set forth in Article X, below.