Common use of Development Requirements Clause in Contracts

Development Requirements. 13.1 Without prejudice to the generality of anything contained in this Agreement and compliance with the Development Requirements set out in Schedule B, the Concessionaire shall inter alia comply with the following in order to achieve the above-mentioned objective: 13.1.1 Concessionaire shall, in addition to compliance with Applicable Law, at all times during the Term hereof, undertake the development, operation and maintenance of the Project Assets in accordance with the requirements set forth in Schedule A, B, C, D & L hereof. The Concessionaire shall also use best endeavors to comply with the requirements of Schedule A, B, C, D & L hereto. Prior to making any application to the State/Central Government Authority in relation to sanction of any plans for construction of Project Assets, the Concessionaire shall be required to get a no-objection in respect of development/layout plans from the Authority. Any subsequent changes to said development/layout plans would also require a no objection certificate from the Authority, which certificate shall not be unreasonably withheld by the Authority. All constructions shall be in accordance with the development plans in respect of which the Authority has issued a no- objection certificate. In the event, the Authority is of the reasonable opinion that the Project Assets developed by Concessionaire do not comply with the requirements specified in Schedule L, the Authority shall have a right to issue a written notice to the Concessionaire requiring the Concessionaire to cure the defect and develop the Project Assets as per the requirements specified in Schedule B, within the period specified in such notice. Notwithstanding anything set forth herein, the Concessionaire agrees and recognizes that the Concessionaire shall not be entitled to commercially operate an Project asset on Project Site if the same does not conform to the requirements of Schedule B. The Parties agree that a no-objection certificate granted by the Authority shall in no event amount to certifying the conformity of the Concessionaire’s development layout plans with Applicable Law or discharge the Concessionaire from the requirement of obtaining Applicable Permits. The Authority shall be required to communicate its no-objection or reject the development layout plans within a period of 15 Business Days from the receipt of the development lay-out plans, failing which the Authority shall be deemed to have granted its no- objection with respect to the development / lay-out plans. 13.1.2 Any development and/or construction of any Project Asset on Project Site shall at all times comply with the requirements of Schedule E and the Concessionaire shall not make any Project Asset on Project site other than those stipulated in Schedule B. The Concessionaire agrees and recognizes that the Concessionaire shall not be entitled to commercially operate a Project Asset on Project Site if the same does not conform to the requirements of Schedule B and C.

Development Requirements. 13.1 Without prejudice to the generality of anything contained in this Agreement and compliance with the Development Requirements set out in Schedule B, the Concessionaire Licensee shall inter alia comply with the following in order to achieve the above-above mentioned objective: 13.1.1 Concessionaire Licensee shall, in addition to compliance with Applicable Law, at all times during the Term term hereof, undertake the development, operation and maintenance of the Project Assets in accordance with the requirements set forth in Schedule A, B, C, D & L hereof. The Concessionaire Licensee shall also use best endeavors endeavours to comply with the requirements of Schedule A, B, C, D & L hereto. Prior to making any application to the State/Central Government Authority in relation to sanction of any plans for construction of Project Assets, the Concessionaire Licensee shall be required to get a no-objection in respect of development/layout plans from the AuthorityLicensor. Any subsequent changes to said development/layout plans would also require a no objection certificate from the AuthorityLicensor, which certificate shall not be unreasonably withheld by the AuthorityLicensor. All constructions shall be in accordance with the development plans in respect of which the Authority Licensor has issued a no- no-objection certificate. In the event, the Authority Licensor is of the reasonable opinion that the Project Assets developed by Concessionaire Licensee do not comply with the requirements specified in Schedule L, the Authority Licensor shall have a right to issue a written notice to the Concessionaire Licensee requiring the Concessionaire Licensee to cure the defect and develop the Project Assets as per the requirements specified in Schedule B, within the period specified in such notice. Notwithstanding anything set forth herein, the Concessionaire Licensee agrees and recognizes that the Concessionaire Licensee shall not be entitled to commercially operate an Project asset on Project Site if the same does not conform to the requirements of Schedule B. The Parties agree that a no-objection certificate granted by the Authority Licensor shall in no event amount to certifying the conformity of the ConcessionaireLicensee’s development layout plans with Applicable Law or discharge the Concessionaire Licensee from the requirement of obtaining Applicable Permits. The Authority Licensor shall be required to communicate its no-objection or reject the development layout plans within a period of 15 Business Days from the receipt of the development lay-out plans, failing which the Authority Licensor shall be deemed to have granted its no- no-objection with respect to the development / lay-out plans. 13.1.2 Any development and/or construction of any Project Asset on Project Site shall at all times comply with the requirements of Schedule E and the Concessionaire Licensee shall not make any Project Asset on Project site other than those stipulated in Schedule B. The Concessionaire Licensee agrees and recognizes recognises that the Concessionaire Licensee shall not be entitled to commercially operate a Project Asset on Project Site if the same does not conform to the requirements of Schedule B and C.

Development Requirements. 13.1 Without prejudice It shall constitute an additional event of default under this Mortgage in the event that Mortgagor (subject to the generality notice and cure periods set forth at clause (ii) of anything contained in this Agreement and compliance with paragraph 14 above): a. Materially modifies or materially amends the Development Requirements set out in Schedule BApproved Site Plan without Mortgagee's prior written approval which approval shall not be unreasonably withheld, or fails to develop the Concessionaire shall inter alia comply with the following in order to achieve the above-mentioned objective: 13.1.1 Concessionaire shall, in addition to compliance with Applicable Law, at all times during the Term hereof, undertake the development, operation and maintenance of the Project Assets Mortgaged Property in accordance with the requirements set forth Approved Site Plan and all Permits, development orders and development agreements pertaining thereto. Notwithstanding anything contained herein to the contrary, Mortgagor, without such action constituting an event of default under this Mortgage, shall be entitled to terminate, modify and/or amend any Permits, development orders and development agreements in Schedule A, B, C, D & L hereoforder to effectuate development of the Mortgaged Property in accordance with the Approved Site Plan (as such Approved Site Plan may be amended from time to time) without the consent of Mortgagee so long as Mortgagor is not in default beyond any applicable grace or cure period. b. Fails to maintain in full force and effect without material modification all Permits and other development rights in effect from time to time necessary to develop the Property in accordance with the Approved Site Plan. The Concessionaire parties hereto acknowledge that both the Mortgagor with respect to property released from the lien of this Mortgage and Mortgagee with respect to property remaining encumbered by the lien of this Mortgage, shall also use best endeavors have the right to comply exercise the rights granted by the Permits to develop their respective properties in accordance with the requirements Approved Site Plan in the event Mortgagee ever acquires or reacquires any of Schedule Athe Mortgaged Property pursuant to foreclosure, Bdeed in lieu of foreclosure or otherwise. Mortgagee acknowledges that during the term of this Mortgage, C, D & L hereto. Prior Mortgagor shall have the right to making any application assign its rights to the State/Central Government Authority in relation develop unencumbered property granted by such Permits to sanction of any plans its Lenders to secure financing for construction of Project Assetsthe improvements thereon and the full development thereof. Mortgagor agrees that during the term of this Mortgage, the Concessionaire Mortgagee shall be required entitled to get copies of all such Permits in existence now or created during the term hereof or as modified during the term hereof. Mortgagor shall promptly provide Mortgagee with copies of such Permits and all material correspondence, memoranda, notices, demands and other information pertaining to such Permits and the Approved Site Plan or other development rights with respect to the Mortgaged Property from or to all governmental agencies. Mortgagee shall have the rights to take all reasonable steps necessary to maintain all Permits and other development rights which are to expire or otherwise be adversely affected upon reasonable prior notice to Mortgagor. All reasonable expenses incurred by Mortgagee therefor shall be charged to Mortgagor and shall be paid to Mortgagee upon demand. Mortgagee acknowledges that any material modification of the Permits or the Approved Site Plan shall be a no-objection in respect of development/layout plans from the Authority. Any subsequent changes to said development/layout plans would also require a no objection certificate from the Authority, default hereunder unless Mortgagor first obtains Mortgagee's written consent which certificate shall not be unreasonably withheld by the Authority. All constructions shall be in accordance with the development plans in respect of which the Authority has issued a no- objection certificate. In the event, the Authority is of the reasonable opinion that the Project Assets developed by Concessionaire do not comply with the requirements specified in Schedule L, the Authority shall have a right to issue a written notice to the Concessionaire requiring the Concessionaire to cure the defect and develop the Project Assets as per the requirements specified in Schedule B, within the period specified in such notice. Notwithstanding anything set forth herein, the Concessionaire agrees and recognizes that the Concessionaire shall not be entitled to commercially operate an Project asset on Project Site if the same does not conform to the requirements of Schedule B. The Parties agree that a no-objection certificate granted by the Authority shall in no event amount to certifying the conformity of the Concessionaire’s development layout plans with Applicable Law or discharge the Concessionaire from the requirement of obtaining Applicable Permits. The Authority shall be required to communicate its no-objection or reject the development layout plans within a period of 15 Business Days from the receipt of the development lay-out plans, failing which the Authority shall be deemed to have granted its no- objection with respect to the development / lay-out plansdelayed. 13.1.2 Any development and/or construction of any Project Asset on Project Site shall at all times comply with the requirements of Schedule E and the Concessionaire shall not make any Project Asset on Project site other than those stipulated in Schedule B. The Concessionaire agrees and recognizes that the Concessionaire shall not be entitled to commercially operate a Project Asset on Project Site if the same does not conform to the requirements of Schedule B and C.

Development Requirements. 13.1 Without prejudice to the generality of anything contained in this Agreement and compliance with the Development Requirements set out in Schedule B, the Concessionaire Licensee shall inter alia comply with the following in order to achieve the above-above mentioned objective: 13.1.1 Concessionaire Licensee shall, in addition to compliance with Applicable Law, at all times during the Term term hereof, undertake the development, operation and maintenance of the Project Assets in accordance with the requirements set forth in Schedule A, B, C, D & L hereof. The Concessionaire Licensee shall also use best endeavors endeavours to comply with the requirements of Schedule A, B, C, D & L hereto. Prior to making any application to the State/Central Government Authority in relation to sanction of any plans for construction of Project Assets, the Concessionaire Licensee shall be required to get a no-objection in respect of development/layout plans from the AuthorityLicensor. Any subsequent changes to said development/layout plans would also require a no objection certificate from the AuthorityLicensor, which certificate shall not be unreasonably withheld by the AuthorityLicensor. All constructions shall be in accordance with the development plans in respect of which the Authority Licensor has issued a no- no-objection certificate. In the event, the Authority Licensor is of the reasonable opinion that the Project Assets developed by Concessionaire Licensee do not comply with the requirements specified in Schedule L, the Authority Licensor shall have a right to issue a written notice to the Concessionaire Licensee requiring the Concessionaire Licensee to cure the defect and develop the Project Assets as per the requirements specified in Schedule B, within the period specified in such notice. Notwithstanding anything set forth herein, the Concessionaire Licensee agrees and recognizes that the Concessionaire Licensee shall not be entitled to commercially operate an Project asset on Project Site if the same does not conform to the requirements of Schedule B. The Parties agree that a no-objection certificate granted by the Authority Licensor shall in no event amount to certifying the conformity of the ConcessionaireLicensee’s development layout plans with Applicable Law or discharge the Concessionaire Licensee from the requirement of obtaining Applicable Permits. The Authority Licensor shall be required to communicate its no-objection or reject the development layout plans within a period of 15 Business Days from the receipt of the development lay-out plans, failing which the Authority Licensor shall be deemed to have granted its no- no-objection with respect to the development / lay-out plans. 13.1.2 Any development and/or construction of any Project Asset on Project Site shall at all times comply with the requirements of Schedule E and the Concessionaire Licensee shall not make any Project Asset on Project site other than those stipulated in Schedule B. The Concessionaire Licensee agrees and recognizes recognises that the Concessionaire Licensee shall not be entitled to commercially operate a Project Asset on Project Site if the same does not conform to the requirements of Schedule B and C.

Development Requirements. 13.1 Without prejudice (a) Licensee shall prepare a Development Plan detailing the work it will perform and associated timelines to Develop Products and to obtain Regulatory Approval and sell Products throughout the generality Territory (the “Development Plan”). The Development Plan will include, at a minimum, [***]. Licensee shall provide a copy of anything contained in this Agreement and compliance with the Development Requirements set out in Schedule B, the Concessionaire shall inter alia comply with the following in order Plan to achieve the above-mentioned objective: 13.1.1 Concessionaire shall, in addition to compliance with Applicable Law, at all times during the Term hereof, undertake the development, operation and maintenance Ligand within ninety (90) days of the Project Assets in accordance with Effective Date and thereafter shall provide updated Development Plans on March 31 of each calendar year. [***] (b) Licensee shall spend at least [***] Developing Products under the requirements set forth in Schedule ADevelopment Plan by December 31, B, C, D & L hereof. The Concessionaire shall also use best endeavors to comply with the requirements of Schedule A, B, C, D & L hereto2018. Prior to making any application [***], Licensee shall inform Ligand of the amount of external costs and expenses actually incurred or paid by Licensee or its Affiliates for the Development of Products under the Development Plan and will provide Ligand with evidence to the State/Central Government Authority in relation to sanction of any plans for construction of Project Assets, the Concessionaire shall be required to get a no-objection in respect of development/layout plans from the Authority. Any subsequent changes to said development/layout plans would also require a no objection certificate from the Authority, which certificate shall not be unreasonably withheld by the Authority. All constructions shall be in accordance with the development plans in respect of which the Authority has issued a no- objection certificatesupport such amount. In the eventevent Licensee does not spend [***] Developing Products under the Development Plan by [***], Licensee will pay to Ligand a one-time, non-refundable and non-creditable fee equal to [***] less the Authority is external costs and expenses actually incurred or paid by Licensee or its Affiliates through [***] (including costs properly accrued but not yet paid) for the Development of Products under the Research Plan (the “Development Funding Payment”). Ligand shall invoice Licensee for any Development Funding Payment, and Licensee shall remit the Development Funding Payment to Ligand within thirty (30) days of receipt of an invoice for the such amount. For clarity, Licensee’s payment obligation under this Section 4.2(b) shall survive termination of this Agreement. (c) No later than [***] the Parties will have an in-person meeting at which Licensee (or the Affiliate(s) of Licensee to which the U.S. and/or EU rights under this Agreement have been assigned or sublicensed) shall inform Ligand of the reasonable opinion that progress of Product Development and the Project Assets developed amount of external costs and expenses expected to be incurred or paid by Concessionaire do not comply with the requirements specified in Schedule L, the Authority shall have a right to issue a written notice to the Concessionaire requiring the Concessionaire to cure the defect Licensee and develop the Project Assets as per the requirements specified in Schedule B, within the period specified in such noticeits Affiliates through [***]. Notwithstanding anything set forth hereinto the contrary in Section 4.2(b), if Ligand, in its sole discretion, determines at the foregoing in-person meeting that Licensee may fail to meet the spending requirement in Section 4.2(b) due to factors beyond Licensee’s control, the Concessionaire agrees and recognizes spending deadline may be extended from [***] to [***]; provided, that if Licensee or its Affiliates have not received [***], then the Concessionaire shall not spending deadline will automatically be entitled extended [***] to commercially operate an Project asset on Project Site if the same does not conform to the requirements of Schedule B. The Parties agree that a no-objection certificate granted by the Authority shall in no event amount to certifying the conformity of the Concessionaire’s development layout plans with Applicable Law or discharge the Concessionaire from the requirement of obtaining Applicable Permits. The Authority shall be required to communicate its no-objection or reject the development layout plans within a period of 15 Business Days from the receipt of the development lay-out plans, failing which the Authority shall be deemed to have granted its no- objection with respect to the development / lay-out plans[***]. 13.1.2 Any development and/or construction of any Project Asset on Project Site shall at all times comply with the requirements of Schedule E and the Concessionaire shall not make any Project Asset on Project site other than those stipulated in Schedule B. The Concessionaire agrees and recognizes that the Concessionaire shall not be entitled to commercially operate a Project Asset on Project Site if the same does not conform to the requirements of Schedule B and C.