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

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics becomes aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics will 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 3.2.3, the Pfizer Alliance Manager will contact the 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. Failure by MacroGenics to provide notice of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of its rights under Section 3.2.5 of this Agreement.

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics Sangamo becomes aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics 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 3.2.34.2(e), the Pfizer Alliance Manager Program Director will contact the MacroGenics 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 thirty (30) days [ * ] 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. Failure by MacroGenics If Sangamo fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of its rights under 4.2(a) and Section 3.2.5 of this Agreement4.2(b) within [ * ] after the date that Sangamo first discovers such Diligence Issue, then [ * ] with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics 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 MacroGenics 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 3.2.33.2.4, the Pfizer Alliance Manager will contact the MacroGenics 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. Failure by MacroGenics If CytomX fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics within ninety (90) days after the date on which CytomX receives the minutes of its rights the JRC meeting or the written report provided under Section 3.2.5 of this Agreement3.6.2, 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 MacroGenics 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 MacroGenics 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 3.2.33.2.4, the Pfizer Alliance Manager will contact the MacroGenics 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. Failure by MacroGenics If CytomX fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics within [***] after the date on which CytomX receives the minutes of its rights the JRC meeting or the written report provided under Section 3.2.5 of this Agreement3.6.2, 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 MacroGenics BioNTech is or becomes aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics 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 3.2.36.2.5, the Pfizer Alliance Manager Program Director will contact the MacroGenics 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 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 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. Failure by MacroGenics If BioNTech fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of 6.2.5 within [***] days after the date on which BioNTech first discovers such Diligence Issue, then Pfizer will be deemed to have satisfied its rights under Section 3.2.5 of this AgreementDiligence Obligations with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics Sangamo becomes aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics 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 3.2.38.5, the Pfizer Alliance Manager will contact the MacroGenics 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 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 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. Failure by MacroGenics If Sangamo fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of its rights under Section 3.2.5 of this Agreement8.5 within [*] days after the date that Sangamo first discovers such Diligence Issue, then [*] with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics Xxxxxxx becomes aware of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics 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 3.2.38.5, the Pfizer Alliance Manager will contact the MacroGenics 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 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 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. Failure by MacroGenics If Xxxxxxx fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of its rights under Section 3.2.5 of this Agreement.8.5 within [*] days after the date that Xxxxxxx first discovers such Diligence Issue, then [*] with respect to such Diligence Issue. 8.6

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics 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 MacroGenics 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 3.2.35.2.5, the Pfizer Alliance Manager will contact the MacroGenics 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 thirty (30) 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. Failure by MacroGenics If Collaborator fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver 5.2.5 within 90 days after the date that Collaborator first discovers or based on the information provided by MacroGenics of Pfizer, reasonably should have discovered such Diligence Issue, then Pfizer will be deemed to have satisfied its rights obligations under Section 3.2.5 of this Agreement5.2.1 and Section 5.2.2 with respect to such Diligence Issue.

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics becomes aware of facts that might form a reasonable basis to allege OPKO reasonably believes that Pfizer has failed is not using Commercially Reasonable Efforts with respect to meet any Pfizer Diligence Obligationits obligations to Commercialize a Licensed Product in accordance with this Agreement, then MacroGenics will notify OPKO shall promptly provide to Pfizer written notice documenting in writing of reasonable detail the reasons for such potential alleged performance failure (each such potential alleged performance failure, a “Diligence Issue”)assertion. Promptly upon Pfizer’s receipt of any notice of a potential alleged diligence failure (“Diligence Issue Issue”) pursuant to this Section 3.2.33.10.2, the Pfizer Alliance Manager and OPKO will contact the MacroGenics Alliance Manager to meet and 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 its obligations pursuant to Sections 3.8-3.10, and (b) the Parties’ respective Alliance Managers Parties 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 11.911.13. Failure by MacroGenics to provide notice 39 *** = Portions of a Diligence Issue this exhibit have been omitted pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of its rights under Section 3.2.5 request for confidential treatment. An unredacted version of this Agreement.exhibit has been filed separately with the Commission. Execution Version

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics eFFECTOR is or becomes aware aware, 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, of facts that might form a reasonable basis to allege that Pfizer has failed to meet any Pfizer Diligence Obligation, then MacroGenics 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 3.2.35.5.4, the Pfizer Alliance Manager will contact the MacroGenics 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 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 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. Failure by MacroGenics If eFFECTOR fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result 5.5.4 within [***] after the date that eFFECTOR first is or becomes aware, or reasonably should be aware based on reports or information provided to it by Pfizer pursuant to this Agreement or through participation in a waiver by MacroGenics the JRC or JSC, of its rights under Section 3.2.5 of this Agreementsuch Diligence Issue, [***].

Assertion of Pfizer Diligence Obligation Claims. If MacroGenics 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 MacroGenics 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 3.2.35.3.5, the Pfizer Alliance Manager will contact the MacroGenics 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 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 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. Failure by MacroGenics If Valneva fails to provide notice notify Pfizer of a Diligence Issue pursuant to this Section 3.2.4 shall not result in a waiver by MacroGenics of 5.3.5 within [***] after the date that Valneva first discovers or reasonably should have discovered such Diligence Issue, then Pfizer will be deemed to have satisfied its rights obligations under Section 3.2.5 of this Agreement5.3.1 and Section 5.3.2 with respect to such Diligence Issue.