Common use of Development Milestones Clause in Contracts

Development Milestones. COMPANY shall adhere to the schedule of development milestones and dates set forth in APPENDIX H. If COMPANY fails to meet any deadline set forth in APPENDIX H, COMPANY shall provide LICENSOR with a written report outlining the efforts undertaken thus far and the steps COMPANY will take to meet the unsatisfied milestone, which shall also include an adjustment in the time required to meet such milestone or a substitute milestone (“Time Adjustment Proposal”). For clarity, a non-limiting example of a reasonable request for a Time Adjusted Delay contemplated herein is regulatory review delay of the responsible agency. Such report shall be submitted to LICENSOR for consideration within [* * *] days after the failure to meet the milestone. If COMPANY fails to provide the report, LICENSOR reasonably declines to accept the Time Adjustment Proposal, or if COMPANY fails to meet the new deadlines set in the Time Adjustment Proposal approved by LICENSOR, LICENSOR shall have the option in its sole discretion and following [* * *] days written notice to COMPANY to terminate the license granted hereunder, to allow this Agreement to continue in full force and effect, or to convert the license granted hereunder to a nonexclusive license upon written notice to COMPANY. Notwithstanding the foregoing, if COMPANY effects an assignment permitted by Article 13 prior to the first commercial Sale of a Licensed Product, the deadline set forth on Appendix H for such due diligence milestone event may, at the election of the COMPANY, be extended by a period of [* * *], with the option to extend by a period of an additional [* * *] with payment of a nonrefundable fee of [* * *], provided, however that such extensions shall not relive COMPANY of its obligation to continue to use commercially reasonable efforts to bring Licensed Product to market.

Development Milestones. COMPANY ALIMERA shall adhere to the schedule of development milestones and dates set forth in APPENDIX H. K (each, a “Development Milestone Deadline”). If COMPANY ALIMERA misses or reasonably believes it is likely to miss any Development Milestone Deadline due to any circumstance beyond its reasonable control, then the parties shall negotiate in good faith a revised Development Milestone Deadline. Any Development Milestone Deadline set forth in APPENDIX K shall be extended for [*] period of [*] (or longer if mutually agreed upon by the parties) if ALIMERA pays EMORY a development milestone extension fee of [*] at * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions. least [*] prior to such Development Milestone Deadline, and in each such event, each subsequent milestone deadline shall be extended by [*] (or longer if mutually agreed upon by the parties). If ALIMERA fails to meet any deadline Development Milestone Deadline set forth in APPENDIX HK (as may have been extended as provided in this Article 6.2 by payment of the development milestone extension fee), COMPANY shall provide LICENSOR with a EMORY may, upon at least [*] prior written report outlining the efforts undertaken thus far notice, terminate or partially terminate this Agreement and the steps COMPANY will take to meet the unsatisfied milestone, which shall also include an adjustment grant third parties identical or lesser rights in the time required Licensed Patents and Licensed Technology as granted to meet ALIMERA hereunder, unless within such milestone or a substitute milestone (“Time Adjustment Proposal”). For clarity, a non-limiting example of a reasonable request for a Time Adjusted Delay contemplated herein is regulatory review delay of the responsible agency. Such report shall be submitted to LICENSOR for consideration within [* * *] days after the failure to meet the milestone. If COMPANY fails to provide the reportperiod, LICENSOR reasonably declines to accept the Time Adjustment Proposal, or if COMPANY fails to meet the new deadlines set in the Time Adjustment Proposal approved by LICENSOR, LICENSOR shall have the option in its sole discretion and following [* * *] days written notice to COMPANY to terminate the license granted hereunder, to allow this Agreement to continue in full force and effect, or to convert the license granted hereunder to a nonexclusive license upon written notice to COMPANYALIMERA meets such Development Milestone Deadline. Notwithstanding the foregoing, EMORY shall not unreasonably withhold its consent and shall not require a payment in connection with its consent to an extension to a Development Milestone Deadline if COMPANY effects an assignment permitted the reason for missing or likely missing such Development Milestone Deadline is caused by Article 13 any action or delay in action by the FDA or similar Governmental Authority as documented in writing to EMORY by ALIMERA prior to the first commercial Sale of a Licensed Productrelevant Development Milestone Deadline (as extended, the deadline set forth on Appendix H for such due diligence milestone event may, at the election of the COMPANY, be extended by a period of [* * *], with the option to extend by a period of an additional [* * *] with payment of a nonrefundable fee of [* * *], provided, however that such extensions shall not relive COMPANY of its obligation to continue to use commercially reasonable efforts to bring Licensed Product to marketif applicable).