the insurance required by this Section 6.7
is in effect.
(k)
If for any reason Isis cancels or fails to renew any liability
insurance policy required by this Section 6.7, then Symphony GenIsis shall have
the option to purchase the longest extended reporting period that is available
on a commercially reasonable basis under such policy.
7.
SYMPHONY GENISIS' OBLIGATIONS.
7.1
GENERALLY.
SYMPHONY GENISIS SHALL HAVE OVERALL RESPONSIBILITY FOR
ALL MATTERS SET FORTH IN THE DEVELOPMENT PLAN, AND SHALL BE RESPONSIBLE FOR (I)
EXECUTING OR DELEGATING ITS MANAGEMENT AND ADMINISTRATION RESPONSIBILITIES; AND
(II) EXECUTING OR DELEGATING THE CLINICAL DEVELOPMENT ACTIVITIES SET FORTH IN
THE DEVELOPMENT PLAN. SYMPHONY GENISIS SHALL, AND SHALL INSTRUCT ALL PERSONS
WHOM IT ENGAGES PURSUANT TO SECTION 2 HEREOF TO, PERFORM ITS OBLIGATIONS
HEREUNDER AND UNDER DEVELOPMENT PLAN ACTING IN GOOD FAITH AND IN ACCORDANCE WITH
THE APPLICABLE PROVISION OF THE DEVELOPMENT PLAN, THE DEVELOPMENT BUDGET, AND
THE TERMS OF THIS AGREEMENT.
7.2
SUBCONTRACTING.
SYMPHONY GENISIS IS SUBCONTRACTING, AND WILL IN
THE FUTURE SUBCONTRACT, CERTAIN OF ITS RESPONSIBILITIES UNDER THE DEVELOPMENT
PLAN TO RRD (PURSUANT TO THE RRD SERVICES AGREEMENT), TO ISIS (PURSUANT HERETO)
AND TO OTHER VENDORS AND SERVICE PROVIDERS (PURSUANT TO SUBCONTRACTING
AGREEMENTS TO BE APPROVED BY THE DEVELOPMENT COMMITTEE); PROVIDED, THAT SYMPHONY
GENISIS SHALL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER NOTWITHSTANDING ANY SUCH ARRANGEMENT. ANY SUBCONTRACTING AGREEMENT
ENTERED INTO BY SYMPHONY GENISIS (INCLUDING SUCH CONTRACTS AS RRD MAY NEGOTIATE
ON ITS BEHALF) SHALL INCLUDE A PROVISION PERMITTING ASSIGNMENT AT ANY TIME OF
THE SUBCONTRACTING AGREEMENT FROM SYMPHONY GENISIS TO ISIS WITHOUT THE
SUBCONTRACTOR'S CONSENT.
7.3
INSURANCE.
SYMPHONY GENISIS SHALL MAINTAIN INSURANCE WITH
CREDITWORTHY INSURANCE COMPANIES AGAINST SUCH RISKS AND IN SUCH AMOUNTS AS ARE
USUALLY MAINTAINED OR INSURED AGAINST BY OTHER COMPANIES OF ESTABLISHED REPUTE
ENGAGED IN THE SAME OR A SIMILAR BUSINESS.
11
7.4
STAFFING.
SYMPHONY GENISIS SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO PROVIDE, OR CAUSE TO BE PROVIDED ON ITS BEHALF (INCLUDING PERSONNEL
RETAINED BY RRD), SUFFICIENT AND COMPETENT STAFF AND PERSONNEL THAT HAVE THE
SKILL AND EXPERTISE NECESSARY TO PERFORM SYMPHONY GENISIS' OBLIGATIONS UNDER
THIS AGREEMENT, THE RRD SERVICES AGREEMENT, THE DEVELOPMENT PLAN AND THE
DEVELOPMENT BUDGET, INCLUDING, BUT NOT LIMITED TO, (I) CARRYING OUT ITS
MANAGEMENT AND ADMINISTRATIVE FUNCTIONS PURSUANT TO THE RRD SERVICES AGREEMENT,
AND (II) AND CARRYING OUT ITS CLINICAL DEVELOPMENT DUTIES IN ACCORDANCE WITH
THIS AGREEMENT, THE DEVELOPMENT PLAN AND THE DEVELOPMENT BUDGET.
7.5
AUDIT.
SYMPHONY GENISIS SHALL PERMIT EACH OF ISIS, HOLDINGS,
INVESTORS AND EACH SYMPHONY FUND AND THEIR DULY AUTHORIZED REPRESENTATIVES AT
ALL REASONABLE BUSINESS HOURS TO INSPECT (1) SYMPHONY GENISIS' BOOKS, RECORDS
AND OTHER REASONABLY REQUESTED MATERIALS AND (2) ANY AND ALL PROPERTIES OF
SYMPHONY GENISIS, AND IT SHALL PROVIDE TO EACH OF ISIS, HOLDINGS, INVESTORS AND
EACH SYMPHONY FUND ALL BOOKS, RECORDS AND OTHER MATERIALS RELATED TO ANY MEETING
OF THE SYMPHONY GENISIS BOARD AND TO PERMIT HOLDINGS, INVESTORS AND EACH
SYMPHONY FUND TO MAKE COPIES OR EXTRACTS THEREFROM; PROVIDED, THAT EACH
AFOREMENTIONED PARTY MAY CONDUCT ONE SUCH INSPECTION IN