The Strategic Alliance Sample Clauses

The Strategic Alliance. (a) Subject to the terms and conditions of this Agreement, the Parties agree to conduct a Strategic Alliance in accordance with Section 3.1 hereof and the Workplan set forth as Exhibit A to this Agreement. (b) For calendar year 2006, Roche shall pay to Memory the sum of one million seven hundred fifty thousand dollars (US $1,750,000), which amount shall be non-refundable and non-creditable, and which will be due and payable in two (2) equal installments of eight hundred seventy-five thousand dollars (US $875,000) per installment. Such installments shall be due and payable within thirty (30) days after (1) April 1, 2006 and July 1, 2006 and (2) receipt by Roche of an invoice for such sums. (c) In the event that the JSC determines [*] has been satisfied [*] Roche shall pay to Memory the sum of three million Swiss Francs (CHF 3,000,000) for FTE funding, which amount shall be non-refundable and non-creditable [*]. Notwithstanding any other provision in this Article 7 to the contrary, Memory has the right to terminate its research and development obligations after March 31, 2007 pursuant to this Article 7 and the Workplan if, prior to March 31, 2007, Roche has not committed to provide Memory with such funding of three million Swiss Francs (CHF 3,000,000) for calendar year 2007 [*]. (d) [*] (e) Once a Compound has achieved [*], the Parties shall design and Roche shall fund [*] for such Compound, and [*] Notwithstanding the above, Memory shall supply Memory Compound designated as 63908 for purposes of conducting GLP toxicology studies with respect thereto, and [*]. (f) If a Compound achieves [*]. (g) In the event that there is a Change of Control of Memory during the Strategic Alliance Term, Roche shall have the right, exercisable by giving at least sixty (60) days’ prior written notice to Memory, to terminate Memory’s involvement in the Strategic Alliance and participation in the JSC and thereupon Memory shall have no further research or development obligations in connection with the Strategic Alliance. Upon such termination, Memory shall promptly transfer to Roche all data and other information related to the Strategic Alliance, including but not limited to Memory Compounds, Collaboration Compounds, and Compound 3454 (if Roche has exercised its License thereto), of the same type and nature as more fully described in Section 16.5(a)(ii) and (iii). Notwithstanding any such termination by Roche, this Agreement and the remaining obligations of Memory and Roche shal...

The Strategic Alliance