Common use of Termination by Merck Clause in Contracts

Termination by Merck. Merck shall have the right to terminate this Agreement at any time in its sole discretion either in its entirety or on a Region-by-Region basis. Any termination under this Section 8.2 shall be accomplished by Merck giving ninety (90) days’ advance written notice to Chimerix (provided, however that Merck shall have the right to terminate this Agreement with respect to a given Product immediately upon written notice to Chimerix in the event that Merck has a safety concern with respect to such Product, which safety concern either (i) has been demonstrated or evidenced by the FDA or applicable Regulatory Authority or (ii) has otherwise been reasonably determined by Merck and Merck has provided evidence of such safety concern to Chimerix (each, a “Safety Termination”)). The effects of termination as set forth in Sections 8.4(b) and (c) shall apply upon Merck’s termination under this Section 8.2; provided, however, that in the event that this Agreement is terminated only with respect to a given Region pursuant to this Section 8.2, then such effects of termination shall only apply with respect to such terminated Region.