Common use of Exceptions to Diligence Obligations Clause in Contracts

Exceptions to Diligence Obligations. Notwithstanding any provision of this Agreement to the contrary, the Obligated Party will be relieved from and will have no obligation to undertake any efforts under Section 4.3.1 with respect to the Development of any Discovery Product in the event that: (a) either Party receives or generates any safety, tolerability or other data reasonably indicating, as measured by the Obligated Party’s safety and efficacy evaluation criteria and methodology, that a Discovery Product is not reasonably suitable, for safety reasons, for initiation or continuation of Clinical Trials in humans; or (b) the other Party materially breaches any of its Development or other obligations under the Development Plans or this Agreement and such breach impairs or limits the Obligated Party’s ability to perform its Development activities under this Agreement; provided that, in such event, the Obligated Party shall only be relieved of such obligations to the extent and for so long as the other Party’s breach so impairs or limits the Obligated Party’s ability to perform its Development activities under this Agreement.

Exceptions to Diligence Obligations. Notwithstanding any provision of this Agreement to the contrary, the Party obligated to meet diligence requirements (the “Obligated Party Party”) will be relieved from and will have no obligation to undertake any efforts under described in Section 4.3.1 3.3.1 with respect to the Development of any Discovery Initial Licensed Product in the event that: (a) either Party receives or generates any safety, tolerability or other data reasonably indicating, as measured by the Obligated Party’s safety and efficacy evaluation criteria and methodology, that a Discovery an Initial Licensed Product is not reasonably suitable, for safety reasons, for initiation or continuation of Clinical Trials in humans; or (b) the other Party materially breaches any of its Development or other obligations under the Development Plans or this Agreement and such breach impairs or limits the Obligated Party’s ability to perform its Development activities under this Agreement; provided that, in such event, the Obligated Party shall only be relieved of such obligations to the extent and for so long as the other Party’s breach so impairs or limits the Obligated Party’s ability to perform its Development activities under this Agreement.