Common use of Termination of the Collaboration Clause in Contracts

Termination of the Collaboration. In the event that such Pharmacopeia Change in Control occurs during the term of the Collaboration, SPL may, in its discretion, elect to terminate the Collaboration (but not the Agreement) on ninety (90) days written notice as set forth in Section 2.2.3. Upon receipt of written notice from SPL of its decision to terminate the Collaboration (but not the Agreement) pursuant to this Section 10.4.2 and Section 2.2.3, Pharmacopeia (or its successor in interest as a result of the Pharmacopeia Change in Control) shall have the option (exercisable in its sole discretion) to provide to SPL within thirty (30) days after receipt of such notice a written certification signed by a senior corporate officer of Pharmacopeia (or such successor) setting forth written representations and warranties by Pharmacopeia (or such successor): (i) that it is committed to continuing in good faith to perform the Collaboration under the terms of this Agreement; (ii) that it will continue to provide at least the same level and quality of personnel, facilities and resources for the performance of the Collaboration as existed prior to the Pharmacopeia Change in Control; (iii) that it will implement such additional safeguards as may be required (and which are reasonably acceptable to SPL) to ensure that all of SPL’s Confidential Information will be protected from unauthorized disclosure or use by Pharmacopeia (or such successor) and its Affiliates; and (iv) that it will take such other actions as are reasonably necessary to provide reasonable assurances to SPL that the results of the Collaboration, including without limitation, any Agreement Compounds and Collaboration Technology, will only be used by Pharmacopeia (or such successor) and its Affiliates in furtherance of the Collaboration or as otherwise expressly permitted under the terms and conditions of this Agreement. If Pharmacopeia (or such successor) does not provide a certification under this Section 10.4.2 within such thirty (30) day period, then the Collaboration shall terminate upon expiration of the ninety (90) period following SPL’s notice of termination under this Section 10.4.2, and all of the provisions of Section 10.6.5 shall apply. If Pharmacopeia (or such successor) does provide a certification under this Section 10.4.2 within such thirty (30) day period, then following SPL’s receipt of such certification from Pharmacopeia (or such successor) pursuant to this Section 10.4.2, SPL shall have the right to rescind its notice of termination of the Collaboration by providing written notice to Pharmacopeia within thirty (30) days after receipt of such written certification. If following receipt of such certification, SPL provides written notice rescinding its decision to terminate the Collaboration within such thirty (30) day period, then none of the provisions of Section 10.6 shall apply and the Collaboration shall continue under the terms and conditions of this Agreement as if SPL had never provided any notice of termination under Section 10.4.2. However, if following receipt of such certification, SPL does not provide written notice rescinding its decision to terminate the Collaboration within such thirty (30) day period, then the Collaboration shall terminate upon expiration of the ninety (90) day period following SPL’s notice of termination under Section 10.4.2, and the provisions of Section 10.6.5(i) and (ii) shall apply, but the provisions of Section 10.6.5(iii) shall not apply. For purposes of clarity and avoidance of doubt, the Parties agree that written notice provided by Schering Corporation rescinding a decision by Schering Corporation to terminate the Collaboration under the corresponding provisions of the US Agreement shall also be deemed notice by SPL under this Agreement.

Termination of the Collaboration. In the event that such Pharmacopeia Change in Control occurs during the term of the Collaboration, SPL Schering may, in its discretion, elect to terminate the Collaboration (but not the Agreement) on ninety (90) days written notice as set forth in Section 2.2.3. Upon receipt of written notice from SPL Schering of its decision to terminate the Collaboration (but not the Agreement) pursuant to this Section 10.4.2 and Section 2.2.3, Pharmacopeia (or its successor in interest as a result of the Pharmacopeia Change in Control) shall have the option (exercisable in its sole discretion) to provide to SPL Schering within thirty (30) days after receipt of such notice a written certification signed by a senior corporate officer of Pharmacopeia (or such successor) setting forth written representations and warranties by Pharmacopeia (or such successor): (i) that it is committed to continuing in good faith to perform the Collaboration under the terms of this Agreement; (ii) that it will continue to provide at least the same level and quality of personnel, facilities and resources for the performance of the Collaboration as existed prior to the Pharmacopeia Change in Control; (iii) that it will implement such additional safeguards as may be required (and which are reasonably acceptable to SPLSchering) to ensure that all of SPLSchering’s Confidential Information will be protected from unauthorized disclosure or use by Pharmacopeia (or such successor) and its Affiliates; and (iv) that it will take such other actions as are reasonably necessary to provide reasonable assurances to SPL Schering that the results of the Collaboration, including without limitation, any Agreement Compounds and Collaboration Technology, will only be used by Pharmacopeia (or such successor) and its Affiliates in furtherance of the Collaboration or as otherwise expressly permitted under the terms and conditions of this Agreement. If Pharmacopeia (or such successor) does not provide a certification under this Section 10.4.2 within such thirty (30) day period, then the Collaboration shall terminate upon expiration of the ninety (90) period following SPLSchering’s notice of termination under this Section 10.4.2, and all of the provisions of Section 10.6.5 shall apply. If Pharmacopeia (or such successor) does provide a certification under this Section 10.4.2 within such thirty (30) day period, then following SPLSchering’s receipt of such certification from Pharmacopeia (or such successor) pursuant to this Section 10.4.2, SPL Schering shall have the right to rescind its notice of termination of the Collaboration by providing written notice to Pharmacopeia within thirty (30) days after receipt of such written certification. If following receipt of such certification, SPL Schering provides written notice rescinding its decision to terminate the Collaboration within such thirty (30) day period, then none of the provisions of Section 10.6 shall apply and the Collaboration shall continue under the terms and conditions of this Agreement as if SPL Schering had never provided any notice of termination under Section 10.4.2. However, if following receipt of such certification, SPL Schering does not provide written notice rescinding its decision to terminate the Collaboration within such thirty (30) day period, then the Collaboration shall terminate upon expiration of the ninety (90) day period following SPLSchering’s notice of termination under Section 10.4.2, and the provisions of Section 10.6.5(i) and (ii) shall apply, but the provisions of Section 10.6.5(iii) shall not apply. For purposes of clarity and avoidance of doubt, the Parties agree that written notice provided by Schering Corporation Schering–Plough Ltd. rescinding a decision by Schering Corporation Schering-Plough Ltd. to terminate the Collaboration under the corresponding provisions of the US International Agreement shall also be deemed notice by SPL Schering under this Agreement.