Common use of Unexpected Events Clause in Contracts

Unexpected Events. The parties acknowledge that the economic provisions of this Agreement may be affected by unexpected decisions made by pricing authorities in the Sublicense Territory. In the event that unexpected decisions by the pricing authority causes Sublicensee to have difficulties in continuing development of or marketing Product from economic or commercial point of view such as, (a) a determination by the NHI to set the price for Product in the Sublicense Territory by reference to Caltan (calcium carbonate); or (b) the authority forces drastic price cuts for Phosphate Binders; or (c) the authority applies flat-sum reimbursement to the treatment of dialysis including Phosphate Binders, then the parties agree to meet in good faith to discuss and to determine appropriate adjustments to this Sublicense Agreement to address the unexpected events, including consideration of any future milestone and royalty obligations contained in Articles 4 and 5. In the event that, after due discussion and consideration under this Section 13.2, Sublicensee determines that it is no longer economically viable to commercialize the Product, then such a decision not to, or to cease, commercialization shall be considered a termination by Sublicensee for purposes of this Agreement and the provisions of Article 16 shall apply.

Unexpected Events. The parties acknowledge that the economic provisions of this Agreement may be affected by unexpected decisions made by pricing authorities in the Sublicense Territory. In the event that unexpected decisions by the pricing authority causes Sublicensee to have difficulties in continuing development of or marketing Product from economic or commercial point of view such as, (a) a determination by the NHI to set the price for Product in the Sublicense Territory by reference to Caltan (calcium carbonate); or (b) the authority forces drastic price cuts for Phosphate Binders; or (c) the authority applies flat-sum reimbursement to the treatment of dialysis including Phosphate Binders, then the parties agree to meet in good faith to discuss and to determine appropriate adjustments to this Sublicense Agreement to address the unexpected events, including consideration of any future milestone and royalty obligations contained in Articles 4 and 5. In the event that, after due discussion and consideration under this Section 13.2, Sublicensee determines that it is no longer economically viable to commercialize the Product, then such a decision not to, or to cease, commercialization shall be considered a termination by Sublicensee for purposes of this Agreement and the provisions of Article 16 shall apply.