Diligence Reporting. Throughout the course of commercial development of Licensed Products by Adial, its Affiliates and Sublicensees, Adial shall provide Foundation with reasonably detailed confidential periodic summary reports evidencing its efforts in, progress made, and future plans for, its development of Licensed Products and bringing same to market (such reports to be provided no less frequently than once per year, the first report to be due within 12 months after the Effective Date). In addition, Adial shall provide to Foundation commercially reasonable evidence of Adial having achieved each of the above-defined commercial Milestones within thirty (30) days after the corresponding Milestone Date set forth above. Should Adial fail to achieve a Milestone by the relevant Milestone Date, Adial shall, within thirty (30) days after the Milestone Date, provide Foundation with commercially reasonable evidence of the existence of a reasonable, good-faith business or technical justification for such failure. Provided that Adial has made such a showing, Foundation and Adial shall then negotiate in good faith to reasonably adjust the Milestone Date to take into consideration the reason for such failure. Should Adial and Foundation be unable, within a reasonable period of time, to reach agreement on such an adjustment, or agreement regarding whether such an adjustment is warranted, Adial and Foundation hereby agree to submit the matter to binding arbitration in accordance with the arbitration provisions set forth hereinbelow, and the arbitrators shall determine (i) whether an adjustment of the Milestone Date is warranted (which shall be determined in the affirmative if the reasons asserted by Adial are found to have been made in good faith, the evidence provided by Adial is found to be reasonable, and the reasons asserted are found, using reasonable business judgment, to justify the delay) and, if adjustment is warranted, (ii) what the adjusted Milestone Date should be. However, Adial’s failure to achieve any Milestone by the Milestone Date for same, followed by Adial’s failure to timely provide commercially reasonable evidence of the existence of a reasonable, good-faith business or technical justification for such failure, or followed by the arbitrators’ finding that an adjustment of the Milestone Dates is not warranted, shall constitute a breach of this Agreement; and upon such occurrences Foundation shall have the right, but not the obligation, to terminate this Agreement in accordance with the termination provisions set forth below.
Appears in 1 contract
Diligence Reporting. Throughout the course of commercial development of Licensed Products by AdialAligos, its Affiliates and Sublicensees, Adial Aligos shall provide Foundation Emory with reasonably detailed confidential periodic summary reports evidencing its efforts in, progress made, and future plans for, its development and commercialization of Licensed Products and bringing same to market (Products, on a Licensed Product-by-Licensed Product basis, with such reports to be provided no less frequently than once per year, the first report to be due within 12 months [****] after the Effective Date). In addition, Adial Aligos shall provide to Foundation Emory commercially reasonable evidence of Adial Aligos having achieved each of the above-defined commercial Milestones Milestone within thirty (30) days [****] after the corresponding Milestone Date Date, each as set forth abovein the Development Plan. The Development Plan will initiate as of the date of transfer of Know-how under Section 2.6 of this Agreement. Should Adial Aligos materially fail to achieve a Milestone by the relevant Milestone Date, Adial Aligos shall, within thirty (30) days [****] after the Milestone Date, provide Foundation Emory with commercially reasonable evidence that Aligos used Commercially Reasonable Efforts to achieve such Milestone, and of the existence of a reasonable, good-faith business or technical justification for such failure. Provided that Adial Aligos has made such a showing, Foundation Emory and Adial Aligos shall then negotiate in good faith to reasonably adjust the Milestone or Milestone Date to take into consideration the reason for such failure. Should Adial Aligos and Foundation Emory be unable, within a reasonable period of time, unable to reach agreement on such an adjustment, or agreement regarding whether any such an adjustment is warranted, Adial Aligos and Foundation Emory hereby agree to submit the matter to binding arbitration in accordance with the arbitration provisions set forth hereinbelowin Article 9 hereof, and the arbitrators shall determine (i) whether an adjustment of the Milestone or Milestone Date is warranted (which shall be determined in the affirmative if the arbitrators find that the reasons asserted by Adial are found to Aligos have been made in good faith, the evidence provided by Adial Aligos is found to be reasonable, and the reasons asserted are found, using reasonable business judgment, to reasonably justify the delay) based upon Aligos’ efforts as of the relevant Milestone Date and, if adjustment is warranted, (ii) what the adjusted Milestone or Milestone Date should be. An individual milestone can not be adjusted by arbitration more than one time. However, AdialAligos’s failure to achieve any Milestone by the Milestone Date for same, followed by AdialAligos’s failure to timely provide commercially reasonable evidence of the existence of a reasonable, good-faith business or technical justification for such failure, or followed by the arbitrators’ an arbitrator’s finding that an adjustment of the Milestone Dates is not warranted, shall constitute a material breach of this Agreement; and upon such occurrences Foundation Emory shall have the right, but not the obligation, to terminate this Agreement in accordance with the termination provisions set forth below. Emory agrees that a Sublicensee’s performance of its diligence obligations regarding a Licensed Product as set forth in the sublicense agreement shall be deemed to be performance by Aligos of its diligence obligations for such Licensed Product under this Agreement. Aligos further agrees to attach copies of pertinent portions of this Agreement, as jointly redacted by Aligos and Emory, to executed sublicense agreements and to provide a report on a Sublicensee’s performance as part of its reporting obligations under this Agreement.
Appears in 1 contract