Common use of Non-Acceptance of a Proposed Compound Clause in Contracts

Non-Acceptance of a Proposed Compound. (a) In the event that Novartis, in its reasonable discretion, determines that a Proposed Compound does not meet the Acceptance Criteria, it shall so notify Infinity in writing (the “Non-Acceptance Notice”) within [**] calendar days of the delivery of such Proposed Compound (the “Non-Acceptance Notice Period”). (b) Novartis shall disclose in any Non-Acceptance Notice which Acceptance Criteria were not achieved. The Parties will share the data necessary to resolve differences over whether the Acceptance Criteria were met and shall refer any unresolved disputes to the Joint Steering Committee pursuant to Section 2.4.2. (c) Infinity may, in its sole discretion, attempt to address the unachieved Acceptance Criteria disclosed in the Non-Acceptance Notice, and may then resubmit the relevant Proposed Compound to Novartis, along with other Proposed Compounds, in accordance with the procedure specified in Section 2.2.4. The timetable set forth in subsection (a) shall apply to the resubmitted Proposed Compound as if it were being submitted to Novartis for the first time. (d) If a Proposed Compound is ultimately rejected by the Joint Steering Committee, then Novartis shall delete structural and related information with respect to such Proposed Compound from Novartis’ databases and return to Infinity all remaining Proposed Compound material which is not in Novartis’ screening format. Novartis may continue to include such material in screens; provided, however, that Novartis shall not conduct research on such rejected Proposed Compounds nor determine the structure of such Proposed Compound through any analytical or other method. (e) Notwithstanding the foregoing, any Proposed Compound that is the subject of a Non-Acceptance Notice or has been rejected by the Joint Steering Committee shall remain a Library Compound for purposes of this Agreement.