Common use of Termination for Safety Clause in Contracts

Termination for Safety. Subject to Section 11.6, Fujisawa may terminate this Agreement in whole or in part (i.e., with respect to a particular Licensed Product and/or indication) at any time upon thirty (30) days prior written notice if: Fujisawa determines that there are safety concerns regarding the Licensed Products such that no Licensed Product could reasonably be developed that would meet Fujisawa's standards for product safety, so long as such determination is made in good faith and that Fujisawa applies the same standards to evaluate the safety of Licensed Products as it typically and customarily would apply for the safety evaluation of other products, including products derived from its own research and development efforts, at similar stages of development. In the event Fujisawa terminates under this Section 11.4(a), it would not owe any milestone payment that became due during the thirty (30) day notice period, or any other monies hereunder with respect to the terminated Licensed Product and/or indication, except for Milestone (2) under Section 5.3(b) in accordance with the terms thereof, where such termination occurred after the dosing of the last patient in the Phase I Trial.