Common use of DISCONTINUATION OF PROGRAM Clause in Contracts

DISCONTINUATION OF PROGRAM. The Company may, upon written notice to Affimed and ▇▇▇▇▇▇▇ within ***** days after expiration of the ***** day time period set forth in Section 5.3 (as may be extended pursuant to Section 5.2), give notice of its intention to terminate this Agreement and discontinue any further activities under the Program. If the Company delivers such notice, provided that the Warrant Agreement has not been terminated, ▇▇▇▇▇▇▇’▇ rights under Section 2.9 of the Warrant Agreement shall apply and the Company shall have no right to terminate this Agreement if ▇▇▇▇▇▇▇ timely exercises its rights under such Section; provided, however, that no assignment of this Agreement to ▇▇▇▇▇▇▇ pursuant to Section 2.9 of the Warrant Agreement shall relieve the Company from any obligation arising prior to the date of such assignment, any amounts owing on or prior to such date or any liability arising out of the Company’s breach of this Agreement prior to such date (except with respect to and to the extent any such breach was caused by ▇▇▇▇▇▇▇’▇ breach of the Warrant Agreement) and Affimed agrees that it shall have no right to make any claim against or seek any recovery from ▇▇▇▇▇▇▇ with respect to any such obligation, amount or breach (except with respect to and to the extent any such breach was caused by ▇▇▇▇▇▇▇’▇ breach of the Warrant Agreement), and Affimed shall only seek recourse from ▇▇▇▇▇▇▇, not the Company, with respect to other claims arising under this Agreement on or after the effective date of such assignment. If ▇▇▇▇▇▇▇ does not timely exercise its rights under either of such Sections, after, and only after, the expiration of all time periods applicable to such exercise, this Agreement shall terminate.