Termination of the Research Program. In the event the Research Program (and not the Agreement) is properly terminated by TDCC as provided in Sections 2.9, 12.2.2, 12.3 or 12.4, earlier than three (3) years after the Effective Date, TDCC shall have no further obligation to make the payments otherwise due to Symyx under Section 5.1 following the effective date of such termination. On request from TDCC, Symyx shall engage in an orderly transfer to TDCC of information and data from the Program Technology developed before the effective date of such termination. It is understood and agreed that Symyx shall have the right, in its discretion, to continue research activities in the Field, either on its own or with a Third Party, following any such termination.
Termination of the Research Program. Unless this Agreement is sooner terminated in accordance with the provisions of this Article 13, the Research Program with respect to any compound may be terminated (a) at any time upon the mutual consent of the Parties or (b) by either Party upon written notice to the other if the Joint Steering Committee has been unable to agree on the budget or scope of an Annual Research Plan for a compound pursuant to Section 5.2.2 and, after the matter has been submitted for arbitration pursuant to Section 7.2 hereof, the terminating Party determines in good faith that it is unable to proceed with development of such compound based on the determination of the arbitrator.
Termination of the Research Program. AstraZeneca may terminate the Research Program (a) with effect on the third anniversary of the Effective Date on not less than six (6) months’ prior written notice to Targacept, for any reason or no reason, or (b) at any time during the Research Program Term, for any material breach by Targacept of this Agreement or the Research Program, with the notice and cure provisions of Sections 11.2.4 applying to this Section 11.2.2 mutatis mutandis. Termination of the Research Program under this Section 11.2.2 shall have no effect on the other terms and conditions of this Agreement, except that (x) AstraZeneca shall have no obligation to reimburse Targacept pursuant to Section 6.4.1 or 6.4.2 for costs incurred from and after the effective date of such termination and (y) if AstraZeneca terminates the Research Program pursuant to clause (a) above, notwithstanding any other provision hereof, from and after the effective date of such termination, (i) no Collaboration Candidate or Active+ Compound that has not been designated as a Collaboration Compound as of such date shall become a Collaboration Compound or Candidate Drug and (ii) each Collaboration Candidate, each Active+ Compound and each previously designated Collaboration Compound that had not been designated a Candidate Drug as of the effective date of such termination shall automatically become a Terminated Compound. For purposes of clarity, (A) if AstraZeneca terminates the Research Program pursuant to Section 11.2.2(a), AstraZeneca’s rights, and Targacept’s obligations, under this Agreement with respect to Ispronicline, Ispronicline Products, Option Compounds, Option Compound Candidate Drugs, Option Compound Products, Candidate Drugs designated as of the effective date of such termination and Products that contain such Candidate Drugs, and any Licensed Derivatives with respect thereto and all Additional Compounds with respect to any of the foregoing, shall remain in force, and (B) if AstraZeneca terminates the Research Program pursuant to Section 11.2.2(b), the Tail Period shall commence on the date of such termination and AstraZeneca shall retain all rights during such Tail Period, including the right to conduct one or more Additional Research Programs and to select Lead Collaboration Compounds, and AstraZeneca’s rights, and Targacept’s obligations, under this Agreement with respect to Collaboration Candidates, Active+ Compounds, Collaboration Compounds (including any Collaboration Compounds designated durin...
Termination of the Research Program. (a) GENENTECH may terminate the Research Program at its sole discretion effective upon the 18 month anniversary of the Effective Date by giving written notice to CURAGEN within one (1) month prior to such date and by: (i) paying CURAGEN up to Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000) in cash within thirty (30) days of giving CURAGEN such written notice of termination and/or (ii) forgiving up to Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000) of any outstanding balance under the Loan pursuant to a written instrument delivered to CURAGEN within thirty (30) days of giving CURAGEN such written notice of termination, in any combination of (i) and (ii) such that the combined payment and forgiveness amounts total Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000). In the event that, as of one month following such termination date (the "Section 2.3.3
(a) Balance Date"), the outstanding balance under the Loan is less than $3,750,000, GENENTECH will forgive the amount of such outstanding balance and may, in lieu of or in addition to paying cash as specified in (i) above, elect to pay the balance of the $3,750,000 by transferring back to CURAGEN within ten (10) days of the Section 2.3.3
(a) Balance Date, shares of CURAGEN stock received by GENENTECH pursuant to the terms of the Note at the value (as determined [Confidential Treatment Requested]
(a) Balance Date in an amount necessary to bring the combined forgiveness, cash payment and payment in stock amounts to a total of $3,750,000. Any such early termination of the Research Program shall automatically terminate any ongoing Exclusive Evaluation Periods hereunder. In addition, all but [XXXXX] existing on the effective date of such termination shall be terminated and GENENTECH may elect which [XXXXX] shall survive upon notice given to CURAGEN prior to termination. All of GENENTECH's rights under this Agreement with respect to such [XXXXX] shall be unaffected by any such termination and any License Agreement executed prior to any such termination shall survive such termination.
(b) Provided that GENENTECH has elected to proceed under Section 2.3.4(a)(iii) on the third anniversary of the Effective Date, GENENTECH may terminate the Research Program at its sole discretion at any time after the third anniversary of the Effective Date upon three (3) months prior written notice to CURAGEN. Any such early termination of the Research Program shall not affect GENEN...
Termination of the Research Program. Upon one hundred eighty (180) days prior written notice, Amgen shall have the right at any time to terminate the Research Program prior to the expiration of the Research Program Initial Term, and the effects of such termination shall be as set forth in Section 8.3. Array shall neither increase the number of Array Researcher FTEs nor make any additional purchases for the Research Program (e.g., materials, equipment, fine chemicals, screening supplies and reagents) after receiving such notice from Amgen.
Termination of the Research Program. Either Party may terminate the Research Program after [*].
Termination of the Research Program as a Result of a Change of Control of Bionomics. Merck may terminate this Agreement with immediate effect if Bionomics is subject to a Change of Control of Bionomics and Merck exercises such right within [***] after written notice from Bionomics, or otherwise becoming aware, of such Change of Control; provided, that, if such Change of Control does not actually occur, such termination(s) shall not be effective. No later than [***] after the effective date of such termination [***]. In the event of termination under this Section 8.4: (i) each Party shall pay all amounts then due and owing as of the termination date (and without limiting the foregoing, Bionomics shall reimburse Merck for any uncredited fees paid by Merck pursuant to the Research Program, including uncredited amounts for FTEs paid by Merck pursuant to clause (i) of Section 5.2.1); (ii) [***], and (iii) except for the surviving provisions set forth in Section 8.5, [***]. Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including the obligation to pay royalties for Product(s) or Compound sold prior to such expiration or termination. The provisions of Article 4 shall survive the expiration or termination of this Agreement and shall continue in effect for [***]. In addition, the provisions of [***] shall survive any expiration or termination of this Agreement.
Termination of the Research Program. The Research Program may be terminated by Novartis, in its discretion, at the end of [ ]* Research Years upon written notice to Cubist before the end of [ ]* from the Effective Date. If such notice is not received before the end of [ ]* from the Effective Date, the Parties agree that Novartis will be obligated to provide the full amount of research funding pursuant to Section 8.1 for the third Research Year.
Termination of the Research Program. Upon expiration or termination of the Agreement, the Parties shall discontinue the Research Program with respect to all Products that [***]. The Steering Committee shall determine whether to jointly continue development and commercialization activities with respect to each Collaboration Product that [***].
Termination of the Research Program. Unless otherwise extended under the terms of Section 2.3 hereof, the Research Program shall end on June 30, 2002. Notwithstanding the above, Lundbeck may terminate the Research Program with such termination to be made effective at any time following the first anniversary of the Effective Date, pursuant to thirty (30) days written notice to Cephalon, but upon any such termination Lundbeck shall remain obligated to make all those
(i) Lundbeck shall have exclusive rights only as to the Development Compounds (and to Backup Compounds thereto) and only for so long as at least one such Development Compound is being diligently developed or commercialized by Lundbeck in accordance with the schedule established by the JMT; and (ii) Lundbeck shall have the right to use Kyowa Technology and Cephalon Technology (regardless of whether it has been developed under the Research Program) only in connection with the further development of Development Compounds (and of Backup Compounds thereto). For purposes of clarification, the Parties hereby confirm that all worldwide rights to Cephalon Compounds shall revert to Cephalon unless they are designated as Development Compounds or Backup Compounds, or are Development Compounds for which development has been discontinued. Upon termination of the Research Program, the cooperation between the Parties under this Agreement shall continue for all Compounds which have met the criteria for being either Backup Compounds or Development Compounds.
