Common use of MRC Clause in Contracts

MRC. Interneuron hereby assumes the obligations of HDCI under Section 2.3 --- of the MRC 1996 Agreement and Section 2.2 of the MRC 1999 Agreement. The Parties shall use commercially reasonable efforts to promptly execute an agreement among MRC, HDCI and Interneuron which includes an obligation for MRC to release HDCI from the obligations assumed by Interneuron hereunder and, during the negotiation of such agreement, HDCI shall use commercially reasonable efforts to assist in obtaining MRC's agreement to modify the terms of Section 2.3 of the MRC 1996 Agreement and Section 2.2 of the MRC 1999 Agreement as acceptable to Interneuron. HDCI shall remain responsible for and shall pay when due any royalties required to be paid to MRC under the MRC 1996 Agreement. HDCI shall pay any remaining study payments due to MRC under the MRC 1996 Agreement or the MRC 1999 Agreement to the extent incurred prior to the Effective Date (including without limitation the payment of $[*] due upon submission of the data summary and the payment of $[*] for additional studies as outlined in the letter from MRC dated May 20, 1999). HDCI has received the final data summary and shall use its best efforts to obtain all research results from MRC under the MRC 1999 Agreement, and shall provide such data summary and research results to Interneuron when received.

MRC. Interneuron hereby assumes the obligations of HDCI under Section 2.3 --- of the MRC 1996 Agreement and Section 2.2 of the MRC 1999 Agreement. The Parties shall use commercially reasonable efforts to promptly execute an agreement among MRC, HDCI and Interneuron which includes an obligation for MRC to release HDCI from the obligations assumed by Interneuron hereunder and, during the negotiation of such agreement, HDCI shall use commercially reasonable efforts to assist in obtaining MRC's agreement to modify the terms of Section 2.3 of the MRC 1996 Agreement and Section 2.2 of the MRC 1999 Agreement as acceptable to Interneuron. HDCI shall remain responsible for and shall pay when due any royalties required to be paid to MRC under the MRC 1996 Agreement. HDCI shall pay any remaining study payments due to MRC under the MRC 1996 Agreement or the MRC 1999 Agreement to the extent incurred prior to the Effective Date (including without limitation the payment of $[*] due upon submission of the data summary and the payment of $[*] for additional studies as outlined in the letter from MRC dated May 20, 1999). HDCI has received the final data summary and shall use its best efforts to obtain all research results from MRC under the MRC 1999 Agreement, and shall provide such data summary and research results to Interneuron when received.