Common use of ChemoCentryx Diligence Failure Event Clause in Contracts

ChemoCentryx Diligence Failure Event. In the event that ChemoCentryx materially fails to conduct (i) the Research Program with respect to a given Collaboration Target at any time during the Research Term, or (ii) any Early Development Program with respect to a given Development Candidate or its Back-up Compound at any time during the relevant Early Development Program Term, in accordance with its diligence obligations under Section 3.3.1, then GSK shall have the right to allege a failure of diligence on the part of ChemoCentryx (a “ChemoCentryx Diligence Failure Event”) by written notice of same to ChemoCentryx, such notice to set forth the detailed basis for such alleged failure of diligence. Subject to Section 3.3.3 below, upon receipt of such notice of a ChemoCentryx Diligence Failure Event, ChemoCentryx shall have a period of ninety (90) days in which to cure such ChemoCentryx Diligence Failure Event, and, in the event that such failure is not due to any neglect or undue delay on the part of ChemoCentryx with respect to the performance of its obligations hereunder or to a lack of financial wherewithal, if ChemoCentryx has during such ninety day period been continuously and diligently conducting activities designed to cure such failure, and ChemoCentryx can demonstrate that such cure is not possible during a ninety-day period, GSK shall consider in good faith providing a further extension of up to an additional ninety (90) days or such period of time as may be appropriate depending on the required cure, to the cure period, such extension not to be unreasonably refused. Upon conclusion of such ninety (90) day cure period as may be extended as described above, if ChemoCentryx has not cured such ChemoCentryx Diligence Failure Event to GSK’s reasonable satisfaction, GSK shall have the right to immediately (a) terminate (1) the Research Program with respect to a given Collaboration Target to which the ChemoCentryx Diligence Failure Event relates, or (2) terminate the Early Development Program ongoing with respect to a given Development Candidate or Backup Compound to which the ChemoCentryx Diligence Failure Event relates; and (b) select, at its sole discretion, either one of the remedies set forth in subsections (1) and (2) herein, either of which such remedy shall be the sole and exclusive remedy to GSK for such ChemoCentryx Diligence Failure Event. The Parties understand and agree that, due to the nature of the collaboration under this Agreement, damages to GSK resulting from a material breach by ChemoCentryx of its diligence obligations under this Agreement would be difficult to calculate accurately, and thus the remedies set forth in either of subsections (1) or (2) below represent a rational relationship between the damages from the material breach of diligence on the one hand, and the cumulative loss to GSK of its expectation interest and its lost investment and lost potential return on investment due to the upfront payment, milestone payments made and research funding provided hereunder. (1) ChemoCentryx shall pay to GSK an amount equal to [***] times the Allocated Amount (the “ChemoCentryx Payment”) within thirty (30) days of GSK’s election under this subsection (1). As used herein, the “Allocated Amount” means the cumulative sum of a certain percentage of each of: (i) the cash Upfront Payment; plus (ii) [***]; up to the date that is the conclusion of the ninety (90) day cure period, as may be extended. Such percentages shall be determined by the particular Collaboration Target that is the subject of the alleged ChemoCentryx Diligence Failure Event, as set forth in the following chart. CCR9 [***] % of cash Upfront Payment + [***] % of [***] CCR1 [***] % of cash Upfront Payment + [***] % of [***] C5aR [***] % of cash Upfront Payment + [***] % of [***] ChemR23 [***] % of cash Upfront Payment + [***] % of [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

ChemoCentryx Diligence Failure Event. In the event that ChemoCentryx materially fails to conduct (i) the Research Program with respect to a given Collaboration Target at any time during the Research Term, or (ii) any Early Development Program with respect to a given Development Candidate or its Back-up Compound at any time during the relevant Early Development Program Term, in accordance with its diligence obligations under Section 3.3.1, then GSK shall have the right to allege a failure of diligence on the part of ChemoCentryx (a “ChemoCentryx Diligence Failure Event”) by written notice of same to ChemoCentryx, such notice to set forth the detailed basis for such alleged failure of diligence. Subject to Section 3.3.3 below, upon receipt of such notice of a ChemoCentryx Diligence Failure Event, ChemoCentryx shall have a period of ninety (90) days in which to cure such ChemoCentryx Diligence Failure Event, and, in the event that such failure is not due to any neglect or undue delay on the part of ChemoCentryx with respect to the performance of its obligations hereunder or to a lack of financial wherewithal, if ChemoCentryx has during such ninety day period been continuously and diligently conducting activities designed to cure such failure, and ChemoCentryx can demonstrate that such cure is not possible during a ninety-day period, GSK shall consider in good faith providing a further extension of up to an additional ninety (90) days or such period of time as may be appropriate depending on the required cure, to the cure period, such extension not to be unreasonably refused. Upon conclusion of such ninety (90) day cure period as may be extended as described above, if ChemoCentryx has not cured such ChemoCentryx Diligence Failure Event to GSK’s reasonable satisfaction, GSK shall have the right to immediately (a) terminate (1) the Research Program with respect to a given Collaboration Target to which the ChemoCentryx Diligence Failure Event relates, or (2) terminate the Early Development Program ongoing with respect to a given Development Candidate or Backup Compound to which the ChemoCentryx Diligence Failure Event relates; and (b) select, at its sole discretion, either one of the remedies set forth in subsections (1) and (2) herein, either of which such remedy shall be the sole and exclusive remedy to GSK for such ChemoCentryx Diligence Failure Event. The Parties understand and agree that, due to the nature of the collaboration under this Agreement, damages to GSK resulting from a material breach by ChemoCentryx of its diligence obligations under this Agreement would be difficult to calculate accurately, and thus the remedies set forth in either of subsections (1) or (2) below represent a rational relationship between the damages from the material breach of diligence on the one hand, and the cumulative loss to GSK of its expectation interest and its lost investment and lost potential return on investment due to the upfront payment, milestone payments made and research funding provided hereunder. (1) ChemoCentryx shall pay to GSK an amount equal to [***] times the Allocated Amount (the “ChemoCentryx Payment”) within thirty (30) days of GSK’s election under this subsection (1). As used herein, the “Allocated Amount” means the cumulative sum of a certain percentage of each of: (i) the cash Upfront Payment; plus (ii) [***]; up to . [***] [***]%[***]%[***] [***] [***]% [***]%[***] [***] [***]% [***]%[***] [***] [***]% [***]%[***] If GSK selects option (1) herein, ChemoCentryx shall pay the date that is the conclusion ChemoCentryx Payment within thirty (30) days after expiration of the ninety (90) day cure period, period as may be extended. Such percentages shall be determined by the particular Collaboration Target extended (provided that is the subject of the alleged ChemoCentryx has not cured such ChemoCentryx Diligence Failure Event), as set forth in subject to Section 3.3.3 below. OR (2) In the following chart. CCR9 case of a ChemoCentryx Diligence Failure Event relating to a given Early Development Program, [***], subject to the payment by GSK of a [***] % of cash Upfront Payment + percent ([***] % ]%) royalty to ChemoCentryx on the annual Net Sales of [***] CCR1 [***] % any such products ultimately commercialized by GSK or its Sublicensees. No milestone payments or other fees, costs or payments of cash Upfront Payment + [***] % any kind shall be owed to ChemoCentryx on account of [***] C5aR [***] % the exclusive license described above, and the grant of cash Upfront Payment + [***] % such license shall not count against any of [***] ChemR23 [***] % of cash Upfront Payment + [***] % of [***] *** Certain information on GSK’s Product Options hereunder; however, once such a license is elected by GSK as provided in this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Section 3.3.2

ChemoCentryx Diligence Failure Event. In the event that ChemoCentryx materially fails to conduct (i) the Research Program with respect to a given Collaboration Target at any time during the Research Term, or (ii) any Early Development Program with respect to a given Development Candidate or its Back-up Compound at any time during the relevant Early Development Program Term, in accordance with its diligence obligations under Section 3.3.1, then GSK shall have the right to allege a failure of diligence on the part of ChemoCentryx (a “ChemoCentryx Diligence Failure Event”) by written notice of same to ChemoCentryx, such notice to set forth the detailed basis for such alleged failure of diligence. Subject to Section 3.3.3 below, upon receipt of such notice of a ChemoCentryx Diligence Failure Event, ChemoCentryx shall have a period of ninety (90) days in which to cure such ChemoCentryx Diligence Failure Event, and, in the event that such failure is not due to any neglect or undue delay on the part of ChemoCentryx with respect to the performance of its obligations hereunder or to a lack of financial wherewithal, if ChemoCentryx has during such ninety day period been continuously and diligently conducting activities designed to cure such failure, and ChemoCentryx can demonstrate that such cure is not possible during a ninety-day period, GSK shall consider in good faith providing a further extension of up to an additional ninety (90) days or such period of time as may be appropriate depending on the required cure, to the cure period, such extension not to be unreasonably refused. Upon conclusion of such ninety (90) day cure period as may be extended as described above, if ChemoCentryx has not cured such ChemoCentryx Diligence Failure Event to GSK’s reasonable satisfaction, GSK shall have the right to immediately (a) terminate (1) the Research Program with respect to a given Collaboration Target to which the ChemoCentryx Diligence Failure Event relates, or (2) terminate the Early Development Program ongoing with respect to a given Development Candidate or Backup Compound to which the ChemoCentryx Diligence Failure Event relates; and (b) select, at its sole discretion, either one of the remedies set forth in subsections (1) and (2) herein, either of which such remedy shall be the sole and exclusive remedy to GSK for such ChemoCentryx Diligence Failure Event. The Parties understand and agree that, due to the nature of the collaboration under this Agreement, damages to GSK resulting from a material breach by ChemoCentryx of its diligence obligations under this Agreement would be difficult to calculate accurately, and thus the remedies set forth in either of subsections (1) or (2) below represent a rational relationship between the damages from the material breach of diligence on the one hand, and the cumulative loss to GSK of its expectation interest and its lost investment and lost potential return on investment due to the upfront payment, milestone payments made and research funding provided hereunder. (1) ChemoCentryx shall pay to GSK an amount equal to [***] times the Allocated Amount (the “ChemoCentryx Payment”) within thirty (30) days of GSK’s election under this subsection (1). As used herein, the “Allocated Amount” means the cumulative sum of a certain percentage of each of: (i) the cash Upfront Payment; plus (ii) [***]; up to the date that is the conclusion of the ninety (90) day cure period, as may be extended. Such percentages shall be determined by the particular Collaboration Target that is the subject of the alleged ChemoCentryx Diligence Failure Event, as set forth in the following chart. Collaboration Target That is the Subject of the ChemoCentryx Diligence Failure Event Percentage CCR9 [***] % of cash Upfront Payment + [***] % of [***] CCR1 [***] % of cash Upfront Payment + [***] % of [***] C5aR [***] % of cash Upfront Payment + [***] % of [***] ChemR23 [***] % of cash Upfront Payment + [***] % of [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.. If GSK selects option (1) herein, ChemoCentryx shall pay the ChemoCentryx Payment within thirty (30) days after expiration of the ninety (90) day cure period as may be extended (provided that ChemoCentryx has not cured such ChemoCentryx Diligence Failure Event), subject to Section 3.3.3 below. OR (2) In the case of a ChemoCentryx Diligence Failure Event relating to a given Early Development Program, ChemoCentryx shall grant and does hereby grant, effective only in such event (subject to Section 3.3.3) to GSK an exclusive, worldwide license (with the right to sublicense) under all of ChemoCentryx’s rights and interest in and to the ChemoCentryx Technology to research, develop, and commercialize in the Field the Progressed Compounds (i.e., the Development Candidate and the two (2) associated Back-up Compounds) that are the subject of such Early Development Program and to make, have made, use, sell, offer for sale, and import in the Field products based upon or incorporating any of such Collaboration Compound(s) or any formulation or dosage or delivery form thereof, and including, without limitation, any metabolite, prodrug, ester, salt, crystalline polymorph, hydrate or solvate thereof, subject to the payment by GSK of a [***] percent ([***] %) royalty to ChemoCentryx on the annual Net Sales of any such products ultimately commercialized by GSK or its Sublicensees. No milestone payments or other fees, costs or payments of any kind shall be owed to ChemoCentryx on account of the exclusive license described above, and the grant of such license shall not count against any of GSK’s Product Options hereunder; however, once such a license is elected by GSK as provided in this Section 3.3.2