Common use of Investigative Phase Clause in Contracts

Investigative Phase. (a) As soon as practicable following the Effective Date, the Parties will commence the Investigative Phase and will conduct the Investigative Phase in accordance with the Investigative Phase Plan. The JDC will determine whether the technical key performance indexes for the Investigative Phase as set forth in the Development Plan (the “Development KPIs”) have been satisfied. The Investigative Phase will end upon the date that the principal tasks in the Investigative Phase (and any other tasks reasonably determined by Genomatica) have been completed, whether or not the Development KPIs have been satisfied. (b) Concurrently with the execution of this JDA, T&L and Genomatica are entering into a services agreement (the “Services Agreement (DP)”) for services to be provided by T&L during the Demonstration Phase. (c) During the Investigative Phase, the JDC will jointly develop and approve a plan, based upon the draft plan included in the Development Plan, detailing the deliverables (including the Genomatica deliverables and the T&L deliverables, as described in Section 3.3), the estimated timelines and a budget associated with […***…] (the “Demonstration Plan”). Any amendments to the Demonstration Plan will be subject to approval of the JDC. (d) During the Investigative Phase, each of Genomatica and T&L will bear 50% of the costs and expenses in the categories set forth in the Development Plan incurred by either Party in the performance of the activities under the Development Plan, which costs and expenses do not exceed the budget as set forth in the Development Plan by more than […***…]% unless otherwise approved by the JDC. On a monthly basis, within […***…] after the end of each month during the Investigative Phase, T&L will provide a written report to Genomatica setting forth in reasonable detail such costs and expenses incurred by T&L for such month (together with the evidence supporting such costs and expenses). Within […***…] after receipt of such report from T&L, Genomatica shall provide T&L (i) a written reconciliation report, showing such costs and expenses incurred by each Party during such month and the amount payable by Genomatica to T&L (or if applicable, by T&L to Genomatica), and (ii) payment to T&L (or an invoice for the amount payable to Genomatica, if applicable), so that each Party bears 50% of such costs and expenses as provided in this Section 3.1(d).