Common use of Termination for Failure Clause in Contracts

Termination for Failure. In the event ** fails to provide (a) the necessary technical and regulatory batches needed for Product Registration in the Territory for the Initial Products within the agreed to timeline in the Development Plan; or (b) provide by December 31, 2008 (i) shelf life data under accelerated conditions demonstrating **-month and **-month accelerated stability for Product A and Product B and (ii) clinical efficacy of Product B, each from an independent lab reasonably acceptable to Fidopharm, and reasonable acceptability of **of Product A and Product B ** by Fidopharm based on commercial viability of Products, Fidopharm shall have the right to terminate this Agreement immediately and upon such termination ** shall reimburse any payments made to it under this Agreement and one hundred percent (100%) of the cost and expenses expended by Fidopharm to Develop, register and commercialize Products in the Territory up to five hundred thousand dollars ($500,000), including all costs and expenses for obtaining the Product Registrations (together with the upfront payment, the “Costs”); provided, that in the event ** has accomplished (x) subsection (i) of Section (b) above, the reimbursement shall be reduced by forty percent (40%) of the Costs, and/or (y) subsection (ii) of Section (b) above, the reimbursement shall be reduced by another forty percent (40%) of the Costs and/or (z) Section (a) above, the reimbursement shall be reduced by another twenty (20%) of the Costs.

Termination for Failure. In the event ** Omnipharm fails to provide (a) the necessary technical and regulatory batches needed for Product Registration in the Territory for the Initial Products within the agreed to timeline in the Development Plan; or (b) provide by December 31, 2008 (i) shelf life data under accelerated conditions demonstrating **-month and **-month accelerated stability for Product A and Product B and (ii) clinical efficacy of Product B, each from an independent lab reasonably acceptable to Fidopharm, and reasonable acceptability of **of Product A and Product B ** by Fidopharm based on commercial viability of Products, Fidopharm shall have the right to terminate this Agreement immediately and upon such termination ** Omnipharm shall reimburse any payments made to it under this Agreement and one hundred percent (100%) of the cost and expenses expended by Fidopharm to Develop, register and commercialize Products in the Territory up to five hundred thousand dollars ($500,000), including all costs and expenses for obtaining the Product Registrations (together with the upfront payment, the “Costs”); provided, that in the event ** Omnipharm has accomplished (x) subsection (i) of Section (b) above, the reimbursement shall be reduced by forty percent (40%) of the Costs, and/or (y) subsection (ii) of Section (b) above, the reimbursement shall be reduced by another forty percent (40%) of the Costs and/or (z) Section (a) above, the reimbursement shall be reduced by another twenty (20%) of the Costs.