Replacement Programs. If a Program Failure occurs for one or both Programs, upon Approval of the Board of Managers, Onconova may contribute additional assets to the Company to establish new programs (the “Replacement Programs”). The Percentage Interest of Onconova will not change upon Onconova’s contribution of additional assets to the Company in connection with any Replacement Program. In connection with a Replacement Program, GVK BIO’s Percentage Increase shall be adjusted in accordance with Exhibit B upon the Replacement Program achieving the first Completion Deliverable not achieved by the Program that resulted in a Program Failure (the “Failed Program”). In the event, no Replacement Program is established to replace a Failed Program, GVK BIO’s Capital Contribution will be modified as mutually agreed upon by the Members.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Onconova Therapeutics, Inc.)