Common use of Termination of Research Program Clause in Contracts

Termination of Research Program. If, during the Research Program Term, Symyx shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such breach or default shall have continued for sixty (60) days after written notice thereof was provided to Symyx, Bayer may, in its discretion, choose to either (i) terminate the Agreement or (ii) upon written notice to Symyx, terminate the Research Program without terminating the Agreement. Any such termination of the Agreement or the Research Program shall become effective at the end of such sixty (60) day period unless Symyx (or any other party on its behalf) has cured any such breach or default prior to the expiration of the sixty (60) day period. In the event Bayer terminates the Research Program and not the Agreement, as set forth in this section 13.2.2, Bayer shall not be obligated to pay the Research Expenses as set forth in Sections 6.1 and 6.2 for research conducted after such termination. It is understood that among other things, termination of the Research Program without termination of the Agreement, as set forth in this Section 13.2.2 shall not constitute termination of the licenses set forth in Article 5 or the payment obligations set forth in Article 6 (other than Research Expenses); provided, however, "Program Technology" shall not include any Patent Rights or Know-How or other inventions, discoveries, data, or information, or intellectual property rights in and to such inventions, discoveries, data, or information made, conceived, reduced to practice, or otherwise developed solely or jointly by Symyx, after termination of the Research Program.