Common use of Assertion of Pfizer Diligence Obligation Claims Clause in Contracts

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.4, the Pfizer Alliance Manager will contact the CytomX Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.9. If CytomX fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 within [***] after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged Diligence Issue is based, then Pfizer will be deemed to have satisfied its Diligence Obligations with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, MacroGenics becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX MacroGenics will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.43.2.3, the Pfizer Alliance Manager will contact the CytomX MacroGenics Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] thirty (30) days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.9. If CytomX fails Failure by MacroGenics to notify Pfizer provide notice of a Diligence Issue pursuant to this Section 3.2.4 within [***] after the date on which CytomX receives the minutes shall not result in a waiver by MacroGenics of the JRC meeting or the written report provided its rights under Section 3.6.2, as applicable, on which the alleged Diligence Issue is based, then Pfizer will be deemed to have satisfied its Diligence Obligations with respect to such Diligence Issue3.2.5 of this Agreement.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, Sangamo becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX Sangamo will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.44.2(e), the Pfizer Alliance Manager Program Director will contact the CytomX Alliance Manager Sangamo Program Director to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***[ * ] after Pfizer’s receipt of such a notice, (ai) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 4.2(a) and Section 4.2(b) and (bii) the Parties’ respective Alliance Managers Program Directors have not agreed upon an appropriate corrective course of action for such Diligence Issue, then at Sangamo’s request such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.912.6. If CytomX Sangamo fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 4.2(a) and Section 4.2(b) within [***[ * ] after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged that Sangamo first discovers such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations [ * ] with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.4, the Pfizer Alliance Manager will contact the CytomX Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] thirty (30) days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.9. If CytomX fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 within [***] ninety (90) days after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged Diligence Issue is based, then Pfizer will be deemed to have satisfied its Diligence Obligations with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, BioNTech is or becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX BioNTech will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.46.2.5, the Pfizer Alliance Manager Program Director will contact the CytomX Alliance Manager BioNTech Program Director to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 6.2.1 or Section 6.2.2 and (b) the Parties’ respective Alliance Managers Program Directors have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.912.12. If CytomX BioNTech fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 6.2.5 within [***] days after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged BioNTech first discovers such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX Valneva is, becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX Valneva will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.45.3.5, the Pfizer Alliance Manager will contact the CytomX Valneva Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 5.3.1 or Section 5.3.2 and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.911.12. If CytomX Valneva fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 5.3.5 within [***] after the date on which CytomX receives the minutes of the JRC meeting that Valneva first discovers or the written report provided under Section 3.6.2, as applicable, on which the alleged reasonably should have discovered such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations obligations under Section 5.3.1 and Section 5.3.2 with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX iseFFECTOR is or becomes aware, becomes or based on reports or information provided to it by Pfizer pursuant to this Agreement or through the JRC or JSC, reasonably should be aware aware, of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX eFFECTOR will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.45.5.4, the Pfizer Alliance Manager will contact the CytomX eFFECTOR Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer its Diligence Obligations and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.911.12. If CytomX eFFECTOR fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 5.5.4 within [***] after the date that eFFECTOR first is or becomes aware, or reasonably should be aware based on which CytomX receives the minutes of reports or information provided to it by Pfizer pursuant to this Agreement or through participation in the JRC meeting or the written report provided under Section 3.6.2JSC, as applicable, on which the alleged Diligence Issue is based, then Pfizer will be deemed to have satisfied its Diligence Obligations with respect to of such Diligence Issue, [***].

Assertion of Pfizer Diligence Obligation Claims. If CytomX Voyager is, becomes becomes, or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligationof its diligence obligations, then CytomX Voyager will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.44.1.2(f), the Pfizer Alliance Manager will contact the CytomX Voyager Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] after Pfizer’s receipt of such a notice, (ai) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 4.1.2(a) or Section 4.1.2(b) and (bii) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.911.2. If CytomX Voyager fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 4.1.2(f) within [***] after the date on which CytomX receives the minutes of the JRC meeting that Voyager first discovers or the written report provided under Section 3.6.2, as applicable, on which the alleged reasonably should have discovered such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations obligations under Section 4.1.2(a) and Section 4.1.2(b) with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, Xxxxxxx becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX Sangamo will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.48.5, the Pfizer Alliance Manager will contact the CytomX Sangamo Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 8.1(a) or Section 8.2 and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then at Sangamo’s request such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.916.6. If CytomX Xxxxxxx fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 8.5 within [***] days after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged that Xxxxxxx first discovers such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations [*] with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX is, Sangamo becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then CytomX Sangamo will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.48.5, the Pfizer Alliance Manager will contact the CytomX Sangamo Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 8.1(a) or Section 8.2 and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then at Sangamo’s request such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.916.6. If CytomX Sangamo fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 8.5 within [***] days after the date on which CytomX receives the minutes of the JRC meeting or the written report provided under Section 3.6.2, as applicable, on which the alleged that Sangamo first discovers such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations [*] with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If CytomX Collaborator is, becomes or reasonably should be aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligationof its obligations under Section 5.2.1 or Section 5.2.2, then CytomX Collaborator will promptly notify Pfizer in writing of such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”). Promptly upon Pfizer’s receipt of any notice of a Diligence Issue pursuant to this Section 3.2.45.2.5, the Pfizer Alliance Manager will contact the CytomX Collaborator Alliance Manager to discuss the specific nature of such Diligence Issue and seek to identify an appropriate corrective course of action. If, no later than [***] 30 days after Pfizer’s receipt of such a notice, (a) the Parties have not reached consensus regarding whether Pfizer has failed to satisfy the Pfizer Diligence Obligations its obligations pursuant to Section 5.2.1 or Section 5.2.2 and (b) the Parties’ respective Alliance Managers have not agreed upon an appropriate corrective course of action for such Diligence Issue, then such Diligence Issue will be escalated and resolved pursuant to the dispute resolution provisions set forth in Section 11.911.11. If CytomX Collaborator fails to notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 5.2.5 within [***] 90 days after the date that Collaborator first discovers or based on which CytomX receives the minutes of the JRC meeting or the written report information provided under Section 3.6.2by Pfizer, as applicable, on which the alleged reasonably should have discovered such Diligence Issue is basedIssue, then Pfizer will be deemed to have satisfied its Diligence Obligations obligations under Section 5.2.1 and Section 5.2.2 with respect to such Diligence Issue.