Sunday, June 28, 2020 10:10:31 AM
"You have ignored the claw back provision."
IPIX may not need it.
Besides, it may have been rendered moot by the terms of the agreement. CoVid-19 was declared a pandemic by the WHO back in March and as such meets most definitions of a Force Majeure....basically an event beyond the control of the parties that precludes one or both of them from meeting a term or terms of an agreement. The FM phrase appears in a number of places in the agreement, mostly in the context of AS using "Commercially Reasonable Efforts to Develop, Manufacture and Commercialize the Product in the ALFASIGMA Territory", as defined.
But the specific effect of a Force Majeure is described here (skip to the end if you're busy):
13.7 Force Majeure. No Party shall be liable for any failure to perform, or be considered in breach of, its obligations under this Agreement (other than obligations to make payments of money) to the extent such performance has been delayed, interfered with or prevented by an event of Force Majeure, and the obligations of such Party under this Agreement (other than obligations to make payments of money) whose performance is affected by Force Majeure shall be suspended for so long as its performance remains affected by the event of Force Majeure. Any Party that experiences an event of Force Majeure shall provide prompt notice of such event to the other Party, including an estimate of the likely period of time during which its performance will be affected, and shall use all reasonable efforts to remove the condition constituting Force Majeure. In the event of a prolonged condition of Force Majeure that makes it unreasonable to continue to perform other activities then being performed by the Parties and their Affiliates pursuant to this Agreement, the Parties shall consult with one another and may, if so agreed by the Parties, appropriately scale back their respective activities in order to avoid waste or inappropriate usage of resources under the circumstances. If the event or condition of Force Majeure continues to exist for more than 90 days, then the Party not affected by the event or condition of Force Majeure shall have the right to terminate this Agreement upon 60 days written notice, and such termination shall be effective on the 60th day thereafter if such event or condition of Force Majeure continues to exist at that time.
https://www.sec.gov/Archives/edgar/data/1355250/000147793219004223/ipix_ex101.htm
IPIX may not need it.
Besides, it may have been rendered moot by the terms of the agreement. CoVid-19 was declared a pandemic by the WHO back in March and as such meets most definitions of a Force Majeure....basically an event beyond the control of the parties that precludes one or both of them from meeting a term or terms of an agreement. The FM phrase appears in a number of places in the agreement, mostly in the context of AS using "Commercially Reasonable Efforts to Develop, Manufacture and Commercialize the Product in the ALFASIGMA Territory", as defined.
But the specific effect of a Force Majeure is described here (skip to the end if you're busy):
13.7 Force Majeure. No Party shall be liable for any failure to perform, or be considered in breach of, its obligations under this Agreement (other than obligations to make payments of money) to the extent such performance has been delayed, interfered with or prevented by an event of Force Majeure, and the obligations of such Party under this Agreement (other than obligations to make payments of money) whose performance is affected by Force Majeure shall be suspended for so long as its performance remains affected by the event of Force Majeure. Any Party that experiences an event of Force Majeure shall provide prompt notice of such event to the other Party, including an estimate of the likely period of time during which its performance will be affected, and shall use all reasonable efforts to remove the condition constituting Force Majeure. In the event of a prolonged condition of Force Majeure that makes it unreasonable to continue to perform other activities then being performed by the Parties and their Affiliates pursuant to this Agreement, the Parties shall consult with one another and may, if so agreed by the Parties, appropriately scale back their respective activities in order to avoid waste or inappropriate usage of resources under the circumstances. If the event or condition of Force Majeure continues to exist for more than 90 days, then the Party not affected by the event or condition of Force Majeure shall have the right to terminate this Agreement upon 60 days written notice, and such termination shall be effective on the 60th day thereafter if such event or condition of Force Majeure continues to exist at that time.
https://www.sec.gov/Archives/edgar/data/1355250/000147793219004223/ipix_ex101.htm
“Bad men need nothing more to compass their ends, than that good men should look on and do nothing.”
John Stuart Mill....1867
