Installation Activities. Subject to the timely receipt of NuPathe’s payments as set forth in the payment schedule attached hereto as Annex 4 (the “Payment Schedule”), LTS AG shall use its Commercially Reasonable Efforts to perform the Installation Activities and to perform those in accordance with the Project Plan. (a) In the event that LTS AG becomes aware that the Commercial Equipment will not meet the Requirements or the Installation Activities will not be completed in accordance with the Project Plan, then LTS AG shall immediately notify NuPathe in writing. In such event, LTS AG and NuPathe shall jointly agree in writing to necessary changes, if any, to the Commercial Equipment or Installation Activities or Project Plan. If the amounts in the Payment Schedule for the purchase of the Commercial Equipment or the man-hours set forth therein for the Installation Activities are not sufficient, the Parties shall discuss in good faith coverage of the costs for completion of the purchase of the Commercial Equipment and the Installation Activities. LTS AG shall not spend any amounts or man-hours exceeding the Payment Schedule or Project Plan, as applicable, without the prior written agreement of the Parties. (b) In the event that NuPathe requests a material change to the Commercial Equipment or Project Plan (a “Material Change”), LTS AG shall provide NuPathe with a revised Payment Schedule and Project Plan and shall provide an overview of non-cancellable obligations that LTS AG has in connection with the Commercial Equipment and the costs related thereto. LTS AG shall not change the Commercial Equipment or revise the Project Plan without the prior written agreement of the Parties. In the event that due to a Material Change non-cancellable obligations of LTS AG become obsolete, then NuPathe shall cover those costs. LTS AG shall in any event use its reasonable best efforts to minimize those costs after the Parties reached agreement to actually change the Commercial Equipment or the Project Plan.
Appears in 2 contracts
Sources: Equipment Funding Agreement (Nupathe Inc.), Equipment Funding Agreement (Nupathe Inc.)