Continuing Development Work. As provided under the Development and License Agreement, XOMA LLC is currently conducting a phase I clinical trial (the "Phase I Trial") of CAB-2 under Protocol No. MLN0750 (the "Protocol"). The Parties agree that XOMA LLC will continue to prosecute the Phase I Trial through completion of the Phase I Trial as provided herein. Specifically, the Parties agree that the parameters of the Phase I Trial agreed to by the Joint Project Team shall be [*]. Additional dosage cohorts may be added at Millennium's request up to and including [*] via protocol amendment. The Parties hereby reaffirm that the objective of the Phase I Trial in CABG patients is to escalate the dose until [*] unless dose limiting toxicities preclude further dose escalation. The Parties further agree that if a dosage of [*] or less achieves the complement inhibition target, then an amended protocol will specify the total number of additional patients to be treated at that dosage. XOMA LLC will take all commercially reasonable actions necessary to amend the Protocol in order to reflect the changes to the structure of the Phase I Trial as set forth herein. XOMA LLC and Millennium will further discuss in good faith the likely necessity of adding alternative and/or additional sites to the Phase I Trial in order to complete the study within a reasonable time frame. All of the Development Costs and Manufacturing Costs of the Phase I Trial shall be borne by XOMA LLC through completion of the Phase I Trial as described above, including finalization of all required reports; provided, that in the event Millennium requests that the Phase I Trial include more than the total number of patients referred to above and XOMA agrees, then Millennium will reimburse XOMA for all Development Costs and Manufacturing Costs relating to such additional patients.
Continuing Development Work. (1) During the Interim Period, the Vendor shall, and shall cause DevCo and its Representatives to, cooperate and to work together with the Purchaser and its Representatives for the purposes of continuing the development of the Project in a collaborative manner. Without limitation to the foregoing, at the Purchaser's request, the Vendor shall co-operate with and assist the Purchaser in arranging any meetings, as the Purchaser should reasonably request, with:
(a) Governmental Authorities or other Persons that are required by the Purchaser in relation to the Permits and Real Estate Interests; and
(b) any Indigenous groups having traditional territory and/or reserve lands within the vicinity of the Project, including the Indigenous Group Meetings.
(2) The exercise of any of the foregoing rights under this Section 6.3 shall not mitigate or otherwise affect the representations and warranties of the Vendor under this Agreement, which continue in full force and effect as provided in Section 5.4 provided that Vendor shall be entitled prior to Closing to update any Schedules to this Agreement with respect to any facts, matters or circumstances that come to light in the Interim Period.
