definiens: means the earlier of ( a ) a failure by Sage to cooperate with [COMPANY] ’s performance under the [COMPANY] Research Program or to use Commercially Reasonable Efforts to conduct pre -clinical studies and to evaluate the Captisol technology for formulation with [ * * * ] for the ir respective specified fields of use, which failure remains uncured for [ * * * ] after written notice from [COMPANY] or ( b ) [COMPANY] ’s delivery of the final summaries of both of the respective arms of the [COMPANY] Research Program . For purposes of this Section 4.2, one half of each of the above payments ( i.e., $ 50,000 of each of the above $ 100,000 payments ) shall be attributable to the [ * * * ] arm of the [COMPANY] Research Program and the other half of each of the above payments shall be attributable to the [ * * * ] arm of the [COMPANY] Research Program . That portion of the second installment of such fee that is attributable to a specific arm of the [COMPANY] Research Program shall not be payable if ( i ) [COMPANY] does not complete the Payment Milestone ( as such term is defined in the Statem ents of Work of the respective arms of the [COMPANY] Research Program ) of such arm of the [COMPANY] Research Program in accordance with the terms of this Agreement on or before the [ * * * ] of the Effective Date for any reason other than ( A ) Sage ’s failure to coopera te with [COMPANY] ’s performance of such arm of the [COMPANY] Research Program or ( B ) Sage ’s failure to use * * * Certain information on this page has been omitted and filed separately with the Commission . Confidential treatment has been requested with respect to the omitted portions