Another violation is ALL media releases must be approved by both parties prior to release. Clearly NRX press releases over past several months did not go through RLF because they would've included RLF as a partner and standardized the naming convention.
~ CA_Newby, Y@h00 RLFTF finance conversations
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PR with ACER are so great, published together :
"NEWTON, MA and GENEVA, SWITZERLAND – October 7, 2021 – Acer Therapeutics Inc. (Nasdaq: ACER) (“Acer”) and its collaboration partner, Relief Therapeutics Holding SA (SIX: RLF, OTCQB: RLFTF) (“Relief”), today announced that[...]"
This should have be this kind of PR with NRx, but they decided to make PR without consulting us.
Breach, breach, breach.
~Franz, Y@h00 RLFTF finance conversations
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A breach of contract is determined by a judge not one party in the contract that decides there is a breach so you aren't still obligated to perform. According to the RLF legal brief and NRX, RLF paid ~10.6 million for studies. Per CA this is the negotiated amount PLUS the automatic 30% overage. Per CA, NRX is obligated to provide receipts and open books to audit if expenses exceed budget + 30%. Those overages are not declined but pending review and board approval. It is detailed in the CA that no overage can be paid until the overage charges are validated by RLF and approved by the board. Refusing audit and saying " it's legit, just pay" isn't a legal argument.
That is the rub. RLF hasn't been afforded a chance to pay additional expenses because NRX failed to comply with terms BOTH sides agreed to! NRX intentionally ignored CA terms because of their perceived belief it was breached, but a judge must hear both sides and make a ruling. It is only AFTER a ruling that a breach occurred is NRX free to proceed on their solo path. Until a judge adjudicates the case, both parties are still obligated to perform according to the CA provisions.
A modification to a written contract can't be unilaterally modified or voided orally by one party. It needs to be modified or nullified in the same manner it was executed.
IF NRX felt that a breach occurred in Jan they could have presented a written amendment to RLF for their agreement and signature or filed a breach of contract suit in a court of law. On the stage NRX needs to CYA and get any CA modifications in writing v claiming 10months later they are free from the CA because of perceived non payment. Too much is at stake to go rogue when there is a legal contract in place.
~CA_Newby, Y@h00 RLFTF finance conversations
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Exactly right! I made a similar point earlier in the week. The only Party to the CA that seemingly has unilateral decision making rights spelled out in the actual agreement is Relief. There are certain rights that were also seemingly granted to Neuro regarding Inhaled Aviptadil; but then Relief’s rights to the inhaler version were equivalent with Neuro’s in that respect. That is, they both had the right per the CA to develop the inhaler on their own, or together, should they choose to do so.
Since both parties did not agree to the CA’s early termination, the CA is likely to be enforceable. It’s LIKELY to be…
However…ah yes, there are always caveats that cannot be ignored with respect to Law! However, my reading of the contract leads me to believe at least the First Requirement for a contract to exist between Neuro and Relief was satisfied, and it’s called “Consensus Ad Idem” (i.e., a “meeting of the minds”). Both company’s got together, discussed the terms of the CA, and then both company’s agreed to what they read by signing the Agreement. Simple right?!
Well…Maybe. At potential issue here, from a legal standpoint, is whether they BOTH had the SAME understanding about the meaning of each Clause contained in the agreement. This is where the Court will have to make an assessment regarding the aforementioned.
In Contract Law, EVERYTHING boils down to semantics and comprehension…did they BOTH have the EXACT SAME understanding with regard to each and every Clause contained therein? Or, put a different way, is it reasonable to say that a rational and reasonable person could/would have the same understanding of this Clause, or that Clause, based on a reading of the verbiage and terminology contained therein? Again…that will be what a Judge and/or Jury will be tasked with assessing.
There are other issues that could be raised regarding future, open ended (i.e., not well defined) Clauses within the CA as well, especially with regard to the aforementioned inhaler development. Typically, “open ended” Clauses that are not well defined are likely unenforceable, nor are said Clauses considered Contractually agreed upon, by the parties involved.
The CA may seem pretty straightforward upon anyone’s perusal of content. But in actuality, they rarely are when it rises to the point of litigation. I mean, honest to Pete, think about the highly public Impeachment Trial and Grand Jury Testimony of President William Jefferson Clinton. Does anyone remember how President Clinton was arguing semantically over the use of the word “Is” as a form of the Verb “to Be,” as the word relates to whether an event in question is historical or contemporary in nature?
“It depends on what the meaning of the word “Is” is” (President Clinton, Grand Jury Testimony, 1998). By the way…President Clinton’s “Semantics Argument” worked too!
My point is this…”Contracts” are NEVER (or are RARELY ever) simple. A layperson’s reading of a Contract entered into by other Parties, the proceedings of which they were not privy too during “Consensus Ad Idem” (i.e., “meeting of the minds”), MAY have one understanding about the Agreement…BUT, that “understanding” of the Agreement MAY NOT be the same “understanding” of the actual Parties to the Contract.
Again…that’s why these issues often require an assessment by a Jurist/Jury. The Solution is usually NEVER as “clear cut” as things may appear to be. If a Settlement is not attained, break out the Popcorn! ??
—Cheers—
~Brian A, Y@h00 RLFTF finance conversations
