PROGRAM PAYMENT ADJUSTMENTS Sample Clauses

PROGRAM PAYMENT ADJUSTMENTS. Notwithstanding the foregoing, in the event that,[**] in such a way as to make clear that Millennium may collaborate with Bayer, or Millennium has not otherwise demonstrated to Bayer's reasonable satisfaction that Millennium may collaborate with Bayer, to undertake genomic research activities pursuant to this Agreement,[**], the Program Payments shall be adjusted as follows: (i) In the event that [**] are applicable as of the first day of a Contract Quarter on which a Program Payment is due, such Program Payment shall [**]; (ii) In the event that [**] are applicable as of the first day of a Contract Quarter on which a Program Payment is due, such Program Payment shall be [**]; (iii) In the event that, following the making of the first Program Payment,[**] (or Millennium otherwise demonstrates to Bayer's reasonable satisfaction that Millennium may collaborate with Bayer as contemplated in the first sentence of this Section 5.3(b)), and such termination or modification occurs (or such demonstration is made) in the middle of a Contract Quarter, then the amount of the reduction in the Program Payment for such Contract Quarter shall be proportionately adjusted by multiplying the amount of the [**]. Millennium shall provide written notice to Bayer concerning any termination or modification of such restrictions together with any agreements reflecting such termination or modification. 47 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.