Common use of Deadlock Events Clause in Contracts

Deadlock Events. In the event that the ASC is unable to agree with respect to any Material ASC Matter within [*******************], then on the [********************] a Deadlock Event shall be deemed to have occurred, and the determination of the said Material ASC Matter will be accelerated [*************************************]. If the [*********************] cannot reach resolution within [***************], then each Party will [************ ***************] (who shall not be [*******************************************] of such Party or a member of the ASC) to meet and negotiate in good faith to reach a fair and reasonable resolution to the controversy. If such board members cannot reach resolution within [***************], then the Parties shall promptly participate in mediation before an impartial mediator certified by the AAA and mutually agreeable to the Parties. Such mediation shall take place at a location Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. agreed upon by the Parties, and if they do not agree, the first such mediation shall take place in Washington, D.C., and the second such mediation shall take place in Boston, Massachusetts and thereafter the locations shall continue to alternate. The expenses of such mediator shall be shared by the Parties equally. Any decision made pursuant to this Section shall be binding on the Parties. If no decision is reached [***************] after mediation has occurred, then such Deadlock Event shall continue and be deemed an Unresolved Deadlock Event for purposes of this Agreement. (i) If a Deadlock Event occurs then CFFTI [*************************] CFFTI Funding Amount that [*******************] during the period in which the resolution procedures set forth in Section 2.2(d) are occurring with respect to the related Deadlock Event, and the Company [**********************************] Development Activities in support thereof; (ii) If an Unresolved Deadlock Event occurs and [**********************] Development Activities, this Agreement shall be terminated as set out in Section 10.3. (iii) If an Unresolved Deadlock Event occurs, and the Company determines to proceed thereafter with Development Activities, then CFFTI [***************************] CFFTI Funding Amount that [**************************] the end of the applicable Grace Period after the effective date of the Unresolved Deadlock Event, which shall be determined [******************] between the Milestone Achievement Date of the next Milestone to be achieved and the Milestone Achievement Date of the last Milestone that was achieved according to the ASC, at which time such CFFTI Funding Amount [**********************], provided however, thereafter, after a Milestone has been achieved, the CFFTI Funding Amount shall be due [**************] after receipt of an invoice from the Company and CFFTI shall promptly pay such amounts, or be in default under Section 6.3. (iv) If an Unresolved Deadlock Event occurs and CFFTI determines to proceed thereafter with funding of Development Activities, then the Company [************************] if it does not achieve the said Milestone within the applicable Grace Period, determined by [***************] between the Milestone Achievement Date of the next Milestone to be achieved and the Milestone Achievement Date of the last Milestone that was achieved according to the ASC, provided CFFTI [********************************] under the Milestone Grant Funding Plan.

Deadlock Events. In the event that the ASC is unable to agree with respect to any Material ASC Matter within [*******************], then on the [********************] a Deadlock Event shall be deemed to have occurred, and the determination of the said Material ASC Matter will be accelerated [*************************************]. If the [*********************] cannot reach resolution within [***************], then each Party will [************ ****************] (who shall not be [******************************* *************] of such Party or a member of the ASC) to meet and negotiate in good faith to reach a fair and reasonable resolution to the controversy. If such board members cannot reach resolution within [***************], then the Parties shall promptly participate in mediation before an impartial mediator certified by the AAA and mutually agreeable to the Parties. Such mediation shall take place at a location Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 of the Securities ActOF THE SECURITIES ACT. EXECUTION COPY agreed upon by the Parties, and if they do not agree, the first such mediation shall take place in Washington, D.C., and the second such mediation shall take place in Boston, Massachusetts and thereafter the locations shall continue to alternate. The expenses of such mediator shall be shared by the Parties equally. Any decision made pursuant to this Section shall be binding on the Parties. If no decision is reached [***************] after mediation has occurred, then such Deadlock Event shall continue and be deemed an Unresolved Deadlock Event for purposes of this Agreement. (i) If a Deadlock Event occurs then CFFTI [*************************] CFFTI Funding Amount that [*******************] during the period in which the resolution procedures set forth in Section 2.2(d) are occurring with respect to the related Deadlock Event, and the Company [**********************************] Development Activities in support thereof; (ii) If an Unresolved Deadlock Event occurs and [**********************] Development Activities, this Agreement shall be terminated as set out in Section 10.3. (iii) If an Unresolved Deadlock Event occurs, and the Company determines to proceed thereafter with Development Activities, then CFFTI [***************************] CFFTI Funding Amount that [**************************] the end of the applicable Grace Period after the effective date of the Unresolved Deadlock Event, which shall be determined [******************] between the Milestone Achievement Date of the next Milestone to be achieved and the Milestone Achievement Date of the last Milestone that was achieved according to the ASC, at which time such CFFTI Funding Amount [**********************], provided however, thereafter, after a Milestone has been achieved, the CFFTI Funding Amount shall be due [**************] after receipt of an invoice from the Company and CFFTI shall promptly pay such amounts, or be in default under Section 6.3. (iv) If an Unresolved Deadlock Event occurs and CFFTI determines to proceed thereafter with funding of Development Activities, then the Company [************************] if it does not achieve the said Milestone within the applicable Grace Period, determined by [***************] between the Milestone Achievement Date of the next Milestone to be achieved and the Milestone Achievement Date of the last Milestone that was achieved according to the ASC, provided CFFTI [********************************] under the Milestone Grant Funding Plan.