request the Parties may amend Schedule D to add
additional contracts to the extent they are discovered, in good faith, following
the Settlement Date.
d.To the extent Lexicon requests the assignment of any Manufacturing Contracts
which are not permitted to be assigned, Sanofi-Aventis shall negotiate with the
vendor, service provider or subcontractor in good faith to a seek a reasonable
termination of such contract and formation of a new contract between Lexicon and
the respective vendor, service provider or subcontractor, if possible. If
termination is not possible with respect to any such Manufacturing Contract,
then Sanofi-Aventis will undertake performance under such non-terminable
contract, and Lexicon agrees to reimburse Sanofi-Aventis for any out-of-pocket
payments associated with Sanofi-Aventis' continued performance of such
non-terminable contract; provided that Lexicon shall not be required to
reimburse Sanofi-Aventis for its internal costs of administering such
non-terminable contracts.
e.The Parties shall use Commercially Reasonable Efforts to complete such
transfer of Inventory, the Technology Transfer and the assignment of requested
Manufacturing and supply contracts as soon as practicable and no later than [**]
days after Settlement Date.
f.Sanofi-Aventis will retain responsibility for the supply and shipping of the
Licensed Compound and Terminated Product (including clinical supply,
distribution, returns and reconciliations, which may include the use of clinical
supply depots, for the Assumed Studies) at its expense until [**] days following
the Settlement Date. If such transfers and assignments are not completed, or to
the extent Lexicon reasonably needs further Manufacturing and supply and
shipping of the Licensed Compound or Terminated Product (including clinical
supply and distribution), following the completion of such transfer and
assignments and prior to expiration of [**] days following the Settlement Date,
Sanofi-Aventis shall continue responsibility for, or assume responsibility for
as the case may be, such Manufacturing and supply of Licensed Compound or
Terminated Products, to the extent Sanofi-Aventis would have been obligated to
do so under the License Agreement pursuant to Section 12.5.1(vi) thereof, but
all such limitations contained therein, including the transfer pricing
(Sanofi-Aventis' Manufacturing Cost plus five percent (5%)), shall apply. For
purposes of further clarity, the Parties agree that clinical supplies and
related manufacturing control costs (CMC costs) shall be included in
Sanofi-Aventis' Manufacturing Cost for such purpose, and subject to payment by
Lexicon through the transfer cost (Sanofi-Aventis' Manufacturing Cost, plus five
percent (5%)).
g.Subject to Paragraph 8(a), Sanofi-Aventis will be under no obligation to
provide Manufacturing and supply after the expiration of [**] days following the
Settlement Date.
9.
LEXICON'S ASSUMPTION OF ONGOING STABILITY STUDIES. To the extent not
covered by Paragraphs 6-8 above, Lexicon also agrees to immediately assume, and
Sanofi-Aventis shall assign, responsibility for all ongoing stability studies
and contracts for the same, subject to the same assignment terms set forth in
Paragraph 8(a)-(f). To the extent such ongoing stability studies are being
conducted directly by Sanofi-Aventis, Sanofi-Aventis will continue to undertake
such activities consistent with this Termination Agreement for [**] days
following the Settlement Date, at its own costs. To the extent Lexicon requests