Common use of Duties of the ASC Clause in Contracts

Duties of the ASC. The ASC shall have responsibility for the following activities: (i) determining whether Milestones have been met in accordance with the Milestone Grant Funding Plan; provided that, in the event the Company does not satisfy a specified Milestone by the associated [************************************************] associated therewith, other than [********************], the ASC may reasonably amend the Milestone Achievement Date, upon a reasonable showing by the Company that A) [***********************************************] and B) the Company has exercised and will continue to exercise good faith, reasonable efforts to achieve said Milestones and has made and will continue to apply appropriate resources to such efforts; 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. (ii) determining whether a Technical Failure has occurred; (iii) reviewing and approving the Work Plan and the Milestone Grant Funding Plan and recommending and approving all amendments thereto; provided that the ASC shall cause the Milestone Grant Funding Plan to be amended to take into account any Grace Periods afforded the Company or CFFTI hereunder and any period during which funding by CFFTI was deferred pursuant to the provisions of Section 2.5(b); and provided further that if any Milestone Achievement is amended by the ASC, all future Milestone Achievement Dates and Funding Amounts shall be adjusted to reflect the said amendments; (iv) ensuring that Development Activities are monitored in accordance with legal and regulatory requirements; and (v) making recommendations regarding the following matters: clinical trials, the acquisition and use of resources including the application for necessary approvals from governmental bodies, patent applications or controversies, and priorities among the various Development Activities.

Duties of the ASC. The ASC shall have responsibility for the following activities: (i) determining whether Milestones have been met in accordance with the Milestone Grant Funding Plan; provided that, in the event the Company does not satisfy a specified Milestone by the associated [************************************************] associated therewith, other than [********************], the ASC may reasonably amend the Milestone Achievement Date, upon a reasonable showing by the Company that A) [******* ******************************************] and B) the Company has exercised and will continue to exercise good faith, reasonable efforts to achieve said Milestones and has made and will continue to apply appropriate resources to such efforts; 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 Act.OF THE SECURITIES ACT. EXECUTION COPY (ii) determining whether a Technical Failure has occurred; (iii) reviewing and approving the Work Plan and the Milestone Grant Funding Plan and recommending and approving all amendments thereto; provided that the ASC shall cause the Milestone Grant Funding Plan to be amended to take into account any Grace Periods afforded the Company or CFFTI hereunder and any period during which funding by CFFTI was deferred pursuant to the provisions of Section 2.5(b); and provided further that if any Milestone Achievement is amended by the ASC, all future Milestone Achievement Dates and Funding Amounts shall be adjusted to reflect the said amendments; (iv) ensuring that Development Activities are monitored in accordance with legal and regulatory requirements; and (v) making recommendations regarding the following matters: clinical trials, the acquisition and use of resources including the application for necessary approvals from governmental bodies, patent applications or controversies, and priorities among the various Development Activities.