Program Development; Program Failure Sample Clauses

Program Development; Program Failure. (a) From time to time, GVK BIO will make Capital Contributions necessary to complete each Phase into the Company, which shall be at least $500,000 per Phase; provided, that GVK BIO’s Percentage Interest will increase only if the conditions set forth under the caption TRIGGER EVENTS in Exhibit B are fulfilled. To clarify, GVK BIO’s investments above $500,000 to complete a Phase shall not increase GVK BIO’s Percentage Interest above the corresponding threshold set forth in Exhibit B. (b) The Company will use commercially reasonable efforts to advance the Programs by completing the Phases before the Diligence Deadlines; provided, that (i) if a Phase is not completed before the corresponding Board Diligence Deadline set forth in Exhibit B, the Board of Managers may declare the applicable Program as failed and (ii) if (A) a Phase is not completed before the corresponding Onconova Diligence Deadline set forth in Exhibit B, or (B) there is not a significant progress in the achievement of the Completion Deliverables in connection with a Phase during any six (6) month period, Onconova may declare the applicable Program as failed (each a “Program Failure”). The Percentage Interest of the Members shall not be reduced as the result of a Program Failure. (c) The Company will issue to the Members progress reports with regard to the status of the Programs and Completion Deliverables and updated project plans at least every ** months.