Mis-Determination Notice Clause Samples
A Mis-Determination Notice clause defines the process by which a party can formally notify the other party if it believes a determination or decision made under the contract is incorrect. Typically, this clause outlines the steps for issuing such a notice, including timeframes and the required content, and may specify how the parties should resolve the alleged error, such as through negotiation or review by a third party. Its core function is to provide a structured mechanism for addressing and correcting mistakes in contractual determinations, thereby reducing disputes and ensuring fairness in the administration of the agreement.
Mis-Determination Notice. In the event that the Third Party Target Reviewer notifies the Parties under Section 2.10.2(d) that a given Proposed Target was not an Excluded Target but Arvinas believes that such determination was made in error, Arvinas shall notify Genentech and the Third Party Target Reviewer in writing (a “Mis-Determination Notice”) as soon as practicable and in any event within no more than [**] of Arvinas’ receipt of the Third Party Target Reviewer’s notice. Within [**] of sending the Mis-Determination Notice, Arvinas shall submit to the Third Party Target Reviewer documentary evidence that the relevant Proposed Target was an Excluded Target at the time of Arvinas’ receipt of the applicable notice from Genentech under Section 2.10.2(b) (“Documentary Evidence”). The Third Party Target Reviewer shall promptly review the Documentary Evidence to determine whether its previous determination under Section 2.10.2(c) was made in error and shall notify the Parties concurrently in writing whether the Proposed Target was in fact an Excluded Target or not. If the Third Party Target Reviewer determines that the Proposed Target was in fact an Excluded Target, notwithstanding Section 2.10.2(d), the Proposed Target shall, with retroactive effect, no longer be deemed as an “Expansion Target” or “Substitute Target,” as applicable, under this Agreement, and for clarity, no corresponding payment shall be due under Section 2.10.2(f). The relevant date for purposes of the Documentary Evidence shall be the date as of which Arvinas and Genentech have both submitted their respective lists to the Third Party Target Reviewer for the relevant nomination.