Common use of Termination of Standstill Agreement Clause in Contracts

Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of: (a) provided that none of the Standstill Parties has violated Section 3.1(c), (d) or (f) with respect to the Offeror referred to in this clause (a), if at any time an Offeror: (i) enters into a definitive agreement providing for the merger, consolidation or other business combination involving the Company, in each case, the consummation of which would result in a Change of Control of the Company; (ii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the consolidated assets of the Company; (iii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, in each case from the Company, shares of Common Stock or Common Stock Equivalents, such that, following such purchase or acquisition, such Offeror becomes the beneficial owner of securities representing more than thirty percent (30%) of the voting power of the Company; provided, however, that if such Offeror enters into a standstill with the Company on substantially similar terms to those set forth in Section 3 hereof, the foregoing threshold of beneficial ownership of securities shall instead be fifty percent (50%); or (iv) commences a tender offer or exchange offer with respect to ACTIVE/100319021.2 securities representing 50% or more of the voting power of the Company, unless the Company files a recommendation with the SEC within ten (10) Business Days following the commencement of such tender offer or exchange offer pursuant to which the Company’s Board of Directors advises the Company’s stockholders to reject such tender offer or exchange offer; (b) the expiration of the Standstill Term; (c) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and (d) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clause (a) above and such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 6.2.

Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of: (a) provided that none of the Standstill Parties has violated Section 3.1(c), (d) or (f) with respect to the Offeror referred to in this clause (a), if at any time an Offeror: (i) enters into a definitive agreement providing for the merger, consolidation or other business combination involving the Company, in each case, the consummation of which would result in a Change of Control of the Company; (ii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the consolidated assets of the Company; (iii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, in each case from the Company, shares of Common Stock or Common Stock Equivalents, such that, following such purchase or acquisition, such Offeror becomes the beneficial owner of securities representing more than thirty percent (30%) of the voting power of the Company; provided, however, that if such Offeror enters into a standstill with the Company on substantially similar terms to those set forth in Section 3 hereof, the foregoing threshold of beneficial ownership of securities shall instead be fifty percent (50%); or (iv) commences a tender offer or exchange offer with respect to ACTIVE/100319021.2 securities representing 50% or more of the voting power of the Company, unless the Company files a recommendation with the SEC within ten (10) Business Days following the commencement of such tender offer or exchange offer pursuant to which the Company’s Board of Directors advises the Company’s stockholders to reject such tender offer or exchange offer; (b) the expiration of the Standstill Term; (c) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and (d) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clause (a) above and such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 6.2.

Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of: (a) provided Provided that none of the Standstill Parties has violated Section 3.1(c), (d) or (f) with respect to the Offeror referred to in this clause Section 6.2, Section 3 (a)except for Section 3.2, if at any time an Offerorbut only to the extent such Section 3.2 amends Section 19.5 of the Aventis Collaboration Agreement) shall terminate and have no further force or effect, upon the earliest to occur of: (ia) enters into a the public announcement by an Offeror of an Acquisition Proposal for the Company; (b) the public announcement by the Company or any Offeror of any definitive agreement providing for the merger, consolidation or other business combination involving the Company, in each case, the consummation of which would result in a Change of Control of the Company; (ii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the consolidated assets of the Company; (iii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, in each case from the Company, shares of Common Stock or Common Stock Equivalents, such that, following such purchase or acquisition, such Offeror becomes the beneficial owner of securities representing more than thirty percent (30%) of the voting power of the Company; provided, however, that if such Offeror enters into a standstill with the Company on substantially similar terms to those set forth in Section 3 hereof, the foregoing threshold of beneficial ownership of securities shall instead be fifty percent (50%); or (iv) commences a tender offer or exchange offer with respect to ACTIVE/100319021.2 securities representing 50% or more of the voting power of the Company, unless the Company files a recommendation with the SEC within ten (10) Business Days following the commencement of such tender offer or exchange offer pursuant to which the Company’s Board of Directors advises the Company’s stockholders to reject such tender offer or exchange offer; (bc) the expiration of the Standstill Term; (cd) the date of any issuance by the Company to a Third Party of shares of Common Stock, which, when combined with all other Shares of Then Outstanding Common Stock beneficially owned by such Third Party immediately prior to such issuance, represents more than ten percent (10%) of the voting power represented by all Shares of Then Outstanding Common Stock outstanding immediately after giving effect to such issuance, if the Company does not enter into a standstill agreement with such Third Party having material terms substantially similar (i) with respect to restrictions on such Third Party, to the restrictions on the Standstill Parties set forth in Section 3.1 of this Agreement and (ii) with respect to the termination of such restrictions, to the provisions of this Section 6.2; provided, however, that any collaborative or other commercial arrangements between the Company and such Third Party entered into connection with such issuance of Common Stock to such Third Party shall be taken into consideration in determining whether the terms of the standstill agreement entered into with such Third Party are materially similar to the terms of Section 3.1 of this Agreement; (e) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and (df) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due any of the transactions referred to clause in (a) or (b) above terminates and the Company has not made a public announcement of its intent to solicit or engage in a transaction (or has announced its decision to discontinue pursuing such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90a transaction) days thereafterthe consummation of which would result in a Change of Control of the Company, then the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant applicable, unless a Standstill Party has announced a bona-fide Acquisition Proposal for the Company prior to this Section 6.2such termination.

Termination of Standstill Agreement. Provided that none of the Standstill Parties has violated Section 3 4.1, Section 4 (except for Section 4.2, but only to the extent such Section 4.2 amends any of Section 19.5 of the Aventis Collaboration Agreement or Section 19.5 of the Sanofi License and Collaboration Agreement, or Section 12.4 of the Discovery and Preclinical Development Agreement) shall terminate and have no further force or effect, upon the earliest to occur of: (a) provided that none the public announcement by the Company recommending acceptance by the Company’s shareholders of the Standstill Parties has violated Section 3.1(c), (d) a tender offer or (f) with respect to the Offeror referred to in this clause (a)exchange offer that, if at any time an Offeror: (i) enters into a definitive agreement providing for the mergerconsummated, consolidation or other business combination involving the Company, in each case, the consummation of which would result in constitute a Change of Control of the Company; (iib) enters into a the public announcement by the Company or any Offeror of any definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all a Change of the consolidated assets Control of the Company; (iii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, in each case from the Company, shares of Common Stock or Common Stock Equivalents, such that, following such purchase or acquisition, such Offeror becomes the beneficial owner of securities representing more than thirty percent (30%) of the voting power of the Company; provided, however, that if such Offeror enters into a standstill with the Company on substantially similar terms to those set forth in Section 3 hereof, the foregoing threshold of beneficial ownership of securities shall instead be fifty percent (50%); or (iv) commences a tender offer or exchange offer with respect to ACTIVE/100319021.2 securities representing 50% or more of the voting power of the Company, unless the Company files a recommendation with the SEC within ten (10) Business Days following the commencement of such tender offer or exchange offer pursuant to which the Company’s Board of Directors advises the Company’s stockholders to reject such tender offer or exchange offer; (bc) the expiration of the Standstill Term; (cd) the date of any issuance by the Company to a Third Party of shares of Common Stock, which, when combined with all other Shares of Then Outstanding Common Stock beneficially owned by such Third Party immediately prior to such issuance, represents more than ten percent (10%) of the voting power represented by all Shares of Then Outstanding Common Stock outstanding immediately after giving effect to such issuance, if the Company does not enter into a standstill agreement with such Third Party having material terms substantially similar (i) with respect to restrictions on such Third Party, to the restrictions on the Standstill Parties set forth in Section 4.1 of this Agreement and (ii) with respect to the termination of such restrictions, to the provisions of this Section 7.2; provided, however, that any collaborative or other commercial arrangements between the Company and such Third Party entered into connection with such issuance of Common Stock to such Third Party shall be taken into consideration in determining whether the terms of the standstill agreement entered into with such Third Party are materially similar to the terms of Section 4.1 of this Agreement; (e) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and (df) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due any of the transactions referred to clause in (a) or (b) above terminates and the Company has not made a public announcement of its intent to solicit or engage in a transaction (or has announced its decision to discontinue pursuing such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90a transaction) days thereafterthe consummation of which would result in a Change of Control of the Company, then the restrictions contained in Section 3 4 shall again be applicable until otherwise terminated pursuant applicable, unless a Standstill Party has announced a bona-fide Acquisition Proposal for the Company prior to this Section 6.2such termination.