Transfer of Development Plan Activities. If Baylor does not propose an Alternate Key Person under Section 5.2(b)(ii) or if Kuur declines Baylor’s Proposed Alternate Key Person, the Parties shall meet to discuss in good faith what elements of the Development Plan are likely to be impacted by the Key Person’s withdrawal substantially and negatively (each such element, a “Key Person Negatively Impacted Development Plan Activity”). Kuur shall have the right, in its sole discretion, to transfer each Key Person Negatively Impacted Development Plan Activity to another research organization of its choice or to itself (upon transfer, a “Key Person Transferred Development Plan Activity”). Kuur may, at its discretion, deduct from the then-current Quarterly R&D Payment(s) the remaining Allocated Amount(s) designated in the Development Budget for each such Key Person Transferred Development Plan Activity, such deduction to be divided equally among the remaining Quarterly R&D Payments for the period over which such Key Person Transferred Development Plan Activity will be conducted. For the avoidance of doubt, Kuur shall retain its Option associated with such Key Person Transferred Development Plan Activity following transfer to itself or another research organization.
Transfer of Development Plan Activities. If Baylor does not propose an Alternate Key Person under Section 5.2(b)(ii) or if Cell Medica declines Baylor’s Proposed Alternate Key Person, the Parties shall meet to discuss in good faith what elements of the Development Plan are likely to be impacted by the Key Person’s withdrawal substantially and negatively (each such element, a “Key Person Negatively Impacted Development Plan Activity”). Cell Medica shall have the right, in its sole discretion, to transfer each Key Person Negatively Impacted Development Plan Activity to another research organization of its choice or to itself (upon transfer, a “Key Person Transferred Development Plan Activity”). Cell Medica may, at its discretion, deduct from the then-current Quarterly R&D Payment(s) the remaining Allocated Amount(s) designated in the Development Budget for each such Key Person Transferred Development Plan Activity, such deduction to be divided equally among the remaining Quarterly R&D Payments for the period over which such Key Person Transferred Development Plan Activity will be conducted. For the avoidance of doubt, Cell Medica shall retain its Option associated with such Key Person Transferred Development Plan Activity following transfer to itself or another research organization.
Transfer of Development Plan Activities. Cell Medica shall provide written notice to Baylor if Cell Medica elects to transfer responsibility for any Early R&D Activities under Section 5.4(a)(iv) and, in each case the Parties shall meet within thirty (30) days of such notice to discuss in good faith what elements of the Development Plan are likely to be, or have been, substantially and negatively impacted by Baylor’s nonperformance or non-compliance in part or whole (each such element, a “Negatively Impacted Development Plan Activity”). Cell Medica shall have the right, in its sole discretion, to transfer each Negatively Impacted Development Plan Activity to another research organization of its choice or to itself for completion (upon transfer, a “Transferred Development Plan Activity”). Subsequent Quarterly R&D Payments shall be reduced by any Allocated Amounts for each such Transferred Development Plan Activity for such Calendar Quarter.
