Common use of Submission of Proposed Target Development Plan Clause in Contracts

Submission of Proposed Target Development Plan. (a) If Akouos elects under Section 5.9.1 to submit a Proposed Target Development Plan, Akouos shall have [**] from the delivery of the Election Notice to submit its Proposed Target Development Plan to Lonza. Lonza shall then have [**] to review and comment on the Proposed Target Development Plan. Within [**] after submission of its Proposed Target Development Plan, Akouos shall submit in good faith a final Proposed Target Development Plan to Lonza, which final Proposed Target Development Plan must (i) be consistent with all of the diligence obligations as stated in Sections 5.1.1, 5.1.2 and 5.1.3 herein, (ii) reasonably demonstrate how Akouos anticipates it will meet its obligations to use Commercially Reasonable Efforts under this Agreement with respect to the applicable Licensed Gene Target, and (iii) take into account Lonza’s reasonable comments. Any final Target Development Plan submitted under this Section 5.9.3(a) shall be subject to all of the terms and conditions of this Agreement as are applicable to any other Target Development Plan, and, upon such submission, Akouos will be required to continuously satisfy its diligence obligations as stated in this Agreement for the pursuit of such Target Development Plan, and shall have no further obligations under this Section 5.9 with respect to the associated Third Party License Request. (b) If Lonza concludes in good faith that Akouos’ Proposed Target Development Plan fails to comply with the requirements set forth in Section 5.9.3(a), then it may request that Akouos provide it with additional information regarding its anticipated development and commercialization efforts and/or make modifications to the plan with respect to such Licensed Product(s) and Akouos shall provide such reasonably requested additional information and make such reasonably requested modifications in a timely manner. If Akouos does not provide Lonza with the Proposed Target Development Plan(s) required under this Section 5.9.3(b), or does not provide Lonza with the additional information requested by it pursuant to the immediately preceding sentence, Lonza shall have the right to terminate this Agreement with respect to the Licensed Gene Target that was the subject of the Third Party License Request, in accordance with Section 10.2.1. Such termination shall be Lonza’s sole and exclusive remedy for Akouos’ failure to submit such Proposed Target Development Plan(s) and/or additional information.

Submission of Proposed Target Development Plan. (a) If Akouos elects under Section 5.9.1 to submit a Proposed Target Development Plan, Akouos shall have [**] from the delivery of the Election Notice to submit its Proposed Target Development Plan to LonzaMEE. Lonza MEE shall then have [**] to review and comment on the Proposed Target Development Plan. Within [**] after submission of its Proposed Target Development Plan, Akouos shall submit in good faith a final Proposed Target Development Plan to LonzaMEE, which final Proposed Target Development Plan must (i) be consistent with all of the diligence obligations as stated in Sections 5.1.1, 5.1.2 and 5.1.3 herein, (ii) reasonably demonstrate how Akouos anticipates it will meet its obligations to use Commercially Reasonable Efforts under this Agreement with respect to the applicable Licensed Gene Target, and (iii) take into account LonzaMEE’s reasonable comments. Any final Target Development Plan submitted under this Section 5.9.3(a) shall be subject to all of the terms and conditions of this Agreement as are applicable to any other Target Development Plan, and, upon such submission, Akouos will be required to continuously satisfy its diligence obligations as stated in this Agreement for the pursuit of such Target Development Plan, and shall have no further obligations under this Section 5.9 with respect to the associated Third Party License Request. (b) If Lonza MEE concludes in good faith that Akouos’ Proposed Target Development Plan fails to comply with the requirements set forth in Section 5.9.3(a), then it may request that Akouos provide it with additional information regarding its anticipated development and commercialization efforts and/or make modifications to the plan with respect to such Licensed Product(s) and Akouos shall provide such reasonably requested additional information and make such reasonably requested modifications in a timely manner. If Akouos does not provide Lonza MEE with the Proposed Target Development Plan(s) required under this Section 5.9.3(b), or does not provide Lonza MEE with the additional information requested by it pursuant to the immediately preceding sentence, Lonza MEE shall have the right to terminate this Agreement with respect to the Licensed Gene Target that was the subject of the Third Party License Request, in accordance with Section 10.2.1. Such termination shall be LonzaMEE’s sole and exclusive remedy for Akouos’ failure to submit such Proposed Target Development Plan(s) and/or additional information.