DAP Agreement Clause Samples

DAP Agreement. Replidyne shall not agree to any amendment or modification of the DAP Agreement or waive any of its rights thereunder to the extent such amendment, modification or waiver would adversely affect Forest’s interests under this Agreement except with Forest’s prior written consent, which shall not be unreasonably withheld or delayed. Replidyne agrees to exercise its rights and perform its obligations under the DAP Agreement to the extent necessary to preserve Forest’s interests under this Agreement and the then current plans of the JDC or JMC. [ *** ] percent ([ *** ]%) of the sales forecasts provided to DAP as provided in Section 8.3 of the DAP Agreement, thereby triggering DAP’s right to convert the license to non-exclusive, then [ *** ]. During any periods that Forest is solely responsible for sales promotional efforts, Forest shall [ *** ]. To the extent the sales shortfall results from factors other than promotional efforts, then [ *** ] Replidyne shall promptly notify Forest of all substantive communications from DAP to the extent material to Forest’s interest in the development, regulatory approval or commercialization of Product in the Territory and including, without limitation, communications with respect to disputes arising under the DAP Agreement or alleging a material breach thereof. Replidyne hereby affirms that Forest shall have the right, but not the obligation, to cure any material breach by Replidyne under the DAP Agreement (but excluding any such breach caused by Forest) at any time during the last fifteen (15) days prior to the final effective date of termination pursuant to the terms provided under Section 16.2 of the DAP Agreement, all to the extent necessary for Forest to preserve its interests under this Agreement. In the event Forest is required, acting in good faith, [ *** ]. In the event of a breach by DAP of the DAP Agreement, Replidyne shall have the right to first discuss the matter with DAP and to attempt to reach a resolution; provided, however, that Forest shall have the right to approve any such resolution to the extent affecting its interests under this Agreement, such approval not to be unreasonably withheld. If, with respect to such breach by DAP, Replidyne institutes an arbitration pursuant to Article 25 of the DAP Agreement, Forest shall have the right to participate with Replidyne and represent Forest’s own interests in the dispute, and the parties agree to cooperate in the proceedings. If Replidyne elects not to institut...