Common use of Program Failure Clause in Contracts

Program Failure. Should any Licensed Product development program for any Indication fail at a key decision point during the Research Program, as such failure is defined in the Research Plan, and a decision is subsequently made by the Licensee to discontinue further development of the Research Program with respect to such Indication (“Failed Indication”), any remaining Research Support Amount allocated for the Failed Indication program pursuant to the then-current agreed budget for the Research Program (minus wind-down and non-cancellable expenses with respect to the activities under the research plan for such Failed Indication) will be reallocated to activities to be conducted under the Research Program for the other remaining Indications under the Research Program. Such Failed Indication will be removed promptly from the Indication definition of the Agreement, with written confirmation of such termination of rights promptly provided by Licensee to Penn (“Failed Indication Notice”). In addition, Penn’s obligations pursuant to the Limited Exclusivity Covenant in Section 2.7 shall terminate as of the date of such Failed Indication Notice; and any licenses and rights granted by Amicus to Penn under the Amicus Technology with respect to such Failed Indication shall also automatically terminate, effective as of the date of the applicable Failed Indication Notice.

Program Failure. Should any Licensed Product development program for any Indication fail at a key decision point during the Research ProgramProgram for such Indication, as such failure is defined in the Research PlanPlan for such Research Program, and a decision is subsequently made by the Licensee to discontinue further development of under the Research Program with respect to such Indication (“Failed Indication”), any remaining Research Support Amount allocated for the Failed Indication program pursuant to the then-current agreed budget for the such Research Program (minus wind-down and non-cancellable expenses with respect to the activities under the research plan for such Failed Indication) will be reallocated to activities to be conducted under the one or more Research Program Programs for the other one or more remaining Indications under the Research ProgramIndications. Such Failed Indication will be removed promptly from the Indication definition of the Agreement, with written confirmation of such termination of rights promptly provided by Licensee to Penn (“Failed Indication Notice”). In addition, Penn’s obligations pursuant to the Limited Exclusivity Covenant in Section 2.7 2.8 shall terminate as of the date of such Failed Indication Notice; and any licenses and rights granted by Amicus Licensee to Penn under the Amicus Technology with respect to such Failed Indication shall also automatically terminate, effective as of the date of the applicable Failed Indication Notice.