Common use of Termination or Extension Clause in Contracts

Termination or Extension. 7.1 This Agreement shall terminate on December 31, 1997, unless earlier terminated or extended for an additional one (1) year period by mutual written Agreement of the Parties. It is however understood that if Parties intend to extend this Agreement under the same terms and conditions as set forth herein such extension decision shall be agreed upon in writing no later than ninety (90) days before the aforementioned termination date. 7.2 If the Parties decide to modify terms and conditions of this Agreement, prior to its termination in order to effectuate an extension and/or renewal of this Agreement, seventy-five (75) days prior to the termination date of this Agreement, the Parties shall mutually consent in writing to extensions of this Agreement. The terms and conditions of such extensions are to be negotiated and agreed upon by the Parties within forty-five days (45) of such mutual consent, but in no event later than seventy-five (75) days after the such mutual consent. 7.3 Either SANOFI or CTRC may terminate this Agreement by notice in writing to the other if the other commits a material breach of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) days of the receipt by the other of notice identifying the breach and requiring its remedy. 7.4 If CTRC suffers a substantial inability to perform its obligations under this Agreement, the Parties will meet in good faith to determine if such deficiencies can be corrected in a reasonable period of time. If no reasonable correction is available, then SANOFI will have the right, upon three (3) months notice to terminate this Agreement. The Parties will, in good faith, decide if termination can be accomplished sooner, in a manner which will not disrupt CTRC's future business. 7.5 In the event of termination of this Agreement, the rights and obligations of the Parties which have accrued up to such time shall survive and remain enforceable, including, but not limited to Articles IV, V, VI, VIII of this Agreement.