Common use of Key Man Provision Clause in Contracts

Key Man Provision. (a) It is the intent of the Parties that ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer and President of UGNX as of the Effective Date, will remain actively involved with the Development of Licensed Products in the First Indication until the first Marketing Approval. (b) If ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ does not remain actively involved until at least the earlier of (i) Initiation of a pediatric pivotal study in the First Indication in the Profit Share Territory or the European Territory (“Pivotal Study Initiation”) and (ii) the closing of a public offering of UGNX’s securities pursuant to a registration statement under the Securities Act of 1933 (or successor thereof or foreign equivalent) (“UGNX IPO”), then UGNX may propose a suitable replacement during the three (3) month period following the date on which ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ is no longer actively involved in the Development of Licensed Products in the First Indication, in which case the Parties shall discuss in good faith UGNX’s proposed candidate(s). If the Parties fail to agree, then KHK may terminate this Agreement by providing Notice to UGNX within the following thirty (30) days.