Replies to post #305609 on Innovation Pharmaceuticals Inc (IPIX)

[Lemoncat]

You're talking about IPIX having to notify AS that they feel they are not making "commercially reasonable efforts". Then within 20 days AS responds with some BS that proves they are making "commercially reasonable efforts".

I suspect getting them to relinquish their rights would require a protracted court battle. The licensing agreement definition of “Commercially Reasonable Efforts” is so subjective it would require a judgement and an appeal process to revoke those rights against AS's will.

Frankly it wouldn't be worth us getting a reputation as a difficult partner for an indication that probably is not worth anything if B-IBD works out.


http://myedgarpdf.com/datafeed2/?url=www.sec.gov/Archives/edgar/data/1355250/000147793219004223/0001477932-19-004223-index.htm

1.15 “Commercially Reasonable Efforts” means with respect to the efforts to be expended by any Party with respect to any objective, reasonable,
diligent, good faith efforts to accomplish such objective as such Party would use in its ordinary course of business to accomplish a similar objective under
similar circumstances. With respect to any objective relating to the Development and Commercialization of a Product by ALFASIGMA, “Commercially
Reasonable Efforts” means that level, caliber and quality of efforts and resources reasonably and normally used in the research, Development and
Commercialization by companies in the pharmaceutical industry of the size of ALFASIGMA for a compound or product which is of similar market potential and
at a similar stage in its Development or product life, taking into account, without limitation, with respect to the Product, issues of safety, efficacy, product
profile, competitiveness in the marketplace, including efforts used by similarly positioned competitors for competing products, regulatory structure involved,
timing for market entry, proprietary position, and other relevant scientific, technical, business, marketing, return on investment and other commercial factors.
Without limiting the generality of the foregoing, “Commercially Reasonable Efforts” requires that ALFASIGMA (a) promptly assigns responsibility for such
obligations to specific employees who are held accountable for progress and monitoring such progress on an ongoing basis, and (b) set and consistently seek
to adhere to the targets, budgeting and timelines (to the extent adherence to such activities and timelines are controllable by ALFASIGMA) set forth in the then
most current version of the Development Plan agreed upon by the Parties, unless ALFASIGMA has a reasonable basis to diverge from the Development Plan.

I'll leave it at that as I see the entire B-UP indication and deal as a side show distraction compared to COVID, OM, and IBD. If you're excited about B-UP and the prospects of reclaiming its development, more power to you.

Go IPIX!

[loanranger]

"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