Common use of Termination of Research Program Clause in Contracts

Termination of Research Program. (a) The Research Program may be terminated by a Party for the material breach by the other Party of obligations under the Research Program by giving the breaching party notice of the breach and of the intent of the non-breaching Party to terminate the Research Program unless the breach is cured within ninety (90) days of notification. The non-breaching Party may terminate the Research Program following such ninety (90) day period by providing the breaching party with ninety (90) days' prior written notice that the Research Program is terminated, and the Research Program shall be terminated on the 90th day following such date. (b) Within thirty (30) days prior to the one (1) year anniversary of this Agreement, ImClone and CombiChem senior and scientific management personnel shall meet to review the status of the Collaboration. If, based upon such review, the status of the Collaboration is satisfactory to ImClone, ImClone shall make the Second Research Payment described in Section 8.2 to CombiChem on or before the one (1) year anniversary of this Agreement; provided, however, that ImClone may, in its discretion, make such Second Research Payment at any time prior to the date which is the one (1) year anniversary of this Agreement. If however, based upon such review, the status of the Collaboration is unsatisfactory to ImClone, ImClone may terminate the Research Program by providing 90-days' prior written notice to CombiChem that the Research Program shall be terminated. Upon receipt of such notice by CombiChem, ImClone shall have no further obligation to make the Second Research Payment to CombiChem (if such payment has not already been made to CombiChem), and the Research Program shall be terminated on the 90th day following such date. (c) CombiChem shall, within thirty (30) days following the effective date of termination under Section 7.2(a) or 7.2(b), pay to ImClone such amount as is calculated by taking *** *** *** shall be based upon ***. Any amount due by CombiChem under this Section 7.2(c) may be in the form, at CombiChem's discretion, of *** *** ***.

Termination of Research Program. (a) The Research Program may be terminated by a Party for the material breach by the other Party of obligations under the Research Program by giving the breaching party notice of the breach and of the intent of the non-breaching Party to terminate the Research Program unless the breach is cured within ninety (90) days of notification. The non-breaching Party may terminate the Research Program following such ninety (90) day period by providing the breaching party with ninety (90) days' prior written notice that the Research Program is terminated, and the Research Program shall be terminated on the 90th day following such date. (b) Within thirty (30) days prior to the one (1) year anniversary of this Agreement, ImClone and CombiChem senior and scientific management personnel shall meet to review the status of the Collaboration. If, based upon such review, the status of the Collaboration is satisfactory to ImClone, ImClone shall make the Second Research Payment described in Section 8.2 to CombiChem on or before the one (1) year anniversary of this Agreement; provided, however, that ImClone may, in its discretion, make such Second Research Payment at any time prior to the date which is the one (1) year anniversary of this Agreement. If however, based upon such review, the status of the Collaboration is unsatisfactory to ImClone, ImClone may terminate the Research Program by providing 90-days' prior written notice to CombiChem that the Research Program shall be terminated. Upon receipt of such notice by CombiChem, ImClone shall have no further obligation to make the Second Research Payment to CombiChem (if such payment has not already been made to CombiChem), and the Research Program shall be terminated on the 90th day following such date. (c) CombiChem shall, within thirty (30) days following the effective date of termination under Section 7.2(a) or 7.2(b), pay to ImClone such amount as is calculated by taking *** *** *** shall be based upon **** . Any amount due by CombiChem under this Section 7.2(c) may be in the form, at CombiChem's discretion, of *** *** ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Termination of Research Program. (a) The Research Program may be terminated by a Party for the material breach by the other Party of obligations under the Research Program by giving the breaching party notice of the breach and of the intent of the non-breaching Party to terminate the Research Program unless the breach is cured within ninety (90) days of notification. The non-breaching Party may terminate the Research Program following such ninety (90) day period by providing the breaching party with ninety (90) days' prior written notice that the Research Program is terminated, and the Research Program shall be terminated on the 90th day following such date. (b) Within thirty (30) days prior to the one (1) year anniversary of this Agreement, ImClone and CombiChem senior and scientific management personnel shall meet to review the status of the Collaboration. If, based upon such review, the status of the Collaboration is satisfactory to ImClone, ImClone shall make the Second Research Payment described in Section 8.2 to CombiChem on or before the one (1) year anniversary of this Agreement; provided, however, that ImClone may, in its discretion, make such Second Research Payment at any time prior to the date which is the one (1) year anniversary of this Agreement. If however, based upon such review, the status of the Collaboration is unsatisfactory to ImClone, ImClone may terminate the Research Program by providing 90-days' prior written notice to CombiChem that the Research Program shall be terminated. Upon receipt of such notice by CombiChem, ImClone shall have no further obligation to make the Second Research Payment to CombiChem (if such payment has not already been made to CombiChem), and the Research Program shall be terminated on the 90th day following such date. (c) CombiChem shall, within thirty (30) days following the effective date of termination under Section 7.2(a) or 7.2(b), pay to ImClone such amount as is calculated by taking *** *** *** shall be based upon **** . Any amount due by CombiChem under this Section 7.2(c) may be in the form, at CombiChem's discretion, of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** *** .