Common use of Development Review Clause in Contracts

Development Review. The Company will make available to the Inventors an ------------------ annual summary of the Company's development efforts hereunder as follows: The Inventors hereby designate Dr. ▇▇▇▇-▇▇▇▇▇ Dasseux as their representative to receive such annual summaries, which summaries will disclose, in detail appropriate to the intent of the review, the activities undertaken pursuant to Section 3.1 hereof and any significant developments during the preceding year. The Inventors may change their representative on written notice to the Company, but only to another of the Inventors who is not involved in any competitive activities in drug discovery or development, or a consultant to or employed by any third party so engaged. Such annual summaries will be held by the Inventors' representative in confidence. The Inventors may elect at any time (but not more than once each year) to designate an independent consultant who is acceptable to both the Company and the Inventors, for the purpose of determining compliance by the Company with its diligence obligations under Section 3.1 hereof. Such consultant shall enter into a written confidentiality agreement satisfactory to the Company, and shall disclose to the Inventors only whether the Company, in the opinion of such consultant, is in compliance with its diligence obligations under Section 3.1 hereof. The Company will provide such consultant with commercially reasonable access to information. The consultant shall conduct his/her review during normal business hours, and in a manner that does not interfere with the Company's business, and will complete his/her review within a reasonable time (not to exceed two weeks). The cost of such consultant, which will be borne solely by the Company, shall not exceed $1500 for each review plus reasonable out-of-pocket expenses. In the event that the Inventors' representative or consultant believes that the Company has not made a commercially reasonable effort pursuant to Section 3.1 hereof, then the parties shall enter into good faith discussions to resolve the issue(s) raised, including a cure for the potential breach in diligence, and allowing for a reasonable period of time within which the breach can be resolved. If the parties, however, are unable to agree on whether there has, in fact, been a breach of the Company's diligence obligations under Section 3.1 hereof, then the dispute will be resolved by binding arbitration, provided that, if the arbitrator determines that the Company s diligence obligations have not been satisfied, the Inventors shall have the right to terminate this Agreement and the Company's rights hereunder.