Common use of Failure to Execute Clause in Contracts

Failure to Execute. the Development Agreement or Pay the Option Payment. In the event Optionee (i) does not timely notify Optionor in writing (electronic mail acceptable) of its election to exercise the option within the Option Period, or (ii) if following delivery of such timely notification, the joinder agreement or the Development Agreement, as applicable, is not timely entered into by the Parties and/or the Option Payment is not made to Optionor within five (5) days following the execution of the joinder agreement or the Development Agreement, as applicable, then in case of (i) above, the option together with this Agreement, shall terminate and be of no force and effect, and in case of (ii) the option, together with this Agreement and any joinder agreement or Development Agreement, as applicable, shall terminate and be of no force and effect as between the Parties. In either case of (i) or (ii) above, Optionor and Optionee, shall have no further obligations or liability to each other; provided, (A) Optionee shall be required to return all Data provided by Optioner and destroy all copies, notes, and other reproductions and analysis of the Data, and shall evidence such destruction by an affidavit signed by an officer of Optionee, and (B) in the event of Optionor’s breach of this Agreement, Optionee shall be entitled to a full refund of the Option Fee paid to Optioner as liquidated damages as its sole and exclusive remedy.