Mitigation Strategies. If any financial information provided to the JSC under Section 4.2.6 demonstrates a reasonable likelihood that ▇▇▇▇▇ ▇▇▇, within the next nine (9) months, not have the resources necessary to perform any activities assigned to ▇▇▇▇▇ under the Development Plan, the JSC will discuss if mitigation strategies are required. If, after such discussion, (a) the JSC agrees that ▇▇▇▇▇ is unable to, or will be unable to, perform such activities in accordance with this Agreement or the Development Plan, (b) Sanofi notifies ▇▇▇▇▇ that Sanofi reasonably determines that ▇▇▇▇▇ is reasonably unlikely to attract the resources beyond those set forth in the initial Development Plan that are now needed to perform such activities and ▇▇▇▇▇, ninety (90) days after receiving such notice, has not made material progress on attracting such resources or (c) ▇▇▇▇▇ has materially failed to perform such activities and Sanofi notifies ▇▇▇▇▇ that Sanofi reasonably determines that ▇▇▇▇▇ is unlikely to perform such activities within a reasonable time period established by Sanofi, then Sanofi may, by written notice to ▇▇▇▇▇, elect to assume and complete some or all of such activities and, within a reasonable period of time following Sanofi’s request delivered by notice, ▇▇▇▇▇ shall (i) promptly assist Sanofi with transitioning such activities to Sanofi, including, at Sanofi’s request, by promptly performing ▇▇▇▇▇’s technology transfer obligations in accordance with Section 4.2.8 and (ii) promptly assign to Sanofi any or all agreements with approved subcontractors to the extent such agreements relate to such activities and as and to the extent such assignment is permitted pursuant to such agreements. In the event that Sanofi assumes any such activities assigned to ▇▇▇▇▇ under the Development Plan, then the JSC shall amend the Development Plan to account for Sanofi’s assumption of such activities. In the event that Sanofi assumes all remaining activities assigned to ▇▇▇▇▇ under the Development Plan with respect to an Enhanced Solution, any payments that would have been payable to ▇▇▇▇▇ with respect thereto shall only be payable if the corresponding milestone events were achieved by ▇▇▇▇▇ ▇▇▇▇▇ to the assumption of such activities by Sanofi. If, within ten (10) Business Days of receipt of Sanofi’s notice under the foregoing clause (b) or clause (c), ▇▇▇▇▇ notifies Sanofi that ▇▇▇▇▇ disputes any of Sanofi’s assertions or conclusions set forth in such notice, then the Parties shall suspend performing the mitigation strategies activities described in (i) and (ii) above and shall submit the disagreement to a mutually acceptable independent and neutral Third Party having experience in capital markets (“Neutral Third Party”) for determination as to whether the circumstances set forth in clause (b) or clause (c), as applicable, have occurred. Each Party shall provide the Neutral Third Party with such Party’s position and supply supporting documentation within thirty (30) days of appointment of the Neutral Third Party, and the Neutral Third Party shall choose the position of either one Party or the other Party within thirty (30) days thereafter. The Parties shall equally share the costs and expenses of the Neutral Third Party.
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Mitigation Strategies. If any financial information provided to the JSC under Section 4.2.6 demonstrates a reasonable likelihood that ▇▇▇▇▇ ▇▇▇Dario may, within the next nine (9) months, not have the resources necessary to perform any activities assigned to ▇▇▇▇▇ Dario under the Development Plan, the JSC will discuss if mitigation strategies are required. If, after such discussion, (a) the JSC agrees that ▇▇▇▇▇ Dario is unable to, or will be unable to, perform such activities in accordance with this Agreement or the Development Plan, (b) Sanofi notifies ▇▇▇▇▇ Dario that Sanofi reasonably determines that ▇▇▇▇▇ Dario is reasonably unlikely to attract the resources beyond those set forth in the initial Development Plan that are now needed to perform such activities and ▇▇▇▇▇Dario, ninety (90) days after receiving such notice, has not made material progress on attracting such resources or (c) ▇▇▇▇▇ Dario has materially failed to perform such activities and Sanofi notifies ▇▇▇▇▇ Dario that Sanofi reasonably determines that ▇▇▇▇▇ Dario is unlikely to perform such activities within a reasonable time period established by Sanofi, then Sanofi may, by written notice to ▇▇▇▇▇Dario, elect to assume and complete some or all of such activities and, within a reasonable period of time following Sanofi’s request delivered by notice, ▇▇▇▇▇ Dario shall (i) promptly assist Sanofi with transitioning such activities to Sanofi, including, at Sanofi’s request, by promptly performing ▇▇▇▇▇Dario’s technology transfer obligations in accordance with Section 4.2.8 and (ii) promptly assign to Sanofi any or all agreements with approved subcontractors to the extent such agreements relate to such activities and as and to the extent such assignment is permitted pursuant to such agreements. In the event that Sanofi assumes any such activities assigned to ▇▇▇▇▇ Dario under the Development Plan, then the JSC shall amend the Development Plan to account for Sanofi’s assumption of such activities. In the event that Sanofi assumes all remaining activities assigned to ▇▇▇▇▇ Dario under the Development Plan with respect to an Enhanced Solution, any payments that would have been payable to ▇▇▇▇▇ Dario with respect thereto shall only be payable if the corresponding milestone events were achieved by ▇▇▇▇▇ ▇▇▇▇▇ Dario prior to the assumption of such activities by Sanofi. If, within ten (10) Business Days of receipt of Sanofi’s notice under the foregoing clause (b) or clause (c), ▇▇▇▇▇ Dario notifies Sanofi that ▇▇▇▇▇ Dario disputes any of Sanofi’s assertions or conclusions set forth in such notice, then the Parties shall suspend performing the mitigation strategies activities described in (i) and (ii) above and shall submit the disagreement to a mutually acceptable independent and neutral Third Party having experience in capital markets (“Neutral Third Party”) for determination as to whether the circumstances set forth in clause (b) or clause (c), as applicable, have occurred. Each Party shall provide the Neutral Third Party with such Party’s position and supply supporting documentation within thirty (30) days of appointment of the Neutral Third Party, and the Neutral Third Party shall choose the position of either one Party or the other Party within thirty (30) days thereafter. The Parties shall equally share the costs and expenses of the Neutral Third Party.
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