reject and not assume such added contracts.
The Parties agree that investigator contracts or agreements shall not be counted
for purposes of calculating total liability of the added contracts under this
Paragraph.
b.To the extent any Assumed Study Contracts are not permitted to be assigned,
Sanofi-Aventis shall negotiate with the vendor or subcontractor in good faith to
seek a reasonable termination of such contract and formation of a new contract
between Lexicon and the respective vendor or service provider, if possible. If
termination is not possible with respect to any such Assumed Study 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.
c.Pending any such assignment or novation of an Assumed Study Contract,
Sanofi-Aventis will maintain such Assumed Study Contract with the applicable
third party for Lexicon's benefit unless and until notified by Lexicon that such
third party's services under such Assumed Study Contract is no longer needed.
d.Sanofi-Aventis will pay and take responsibility for payment under Assumed
Study Contracts for all work done by vendors, service providers or
subcontractors (including, without limitation, clinical sites and investigators)
and any liability incurred on or before the Settlement Date, and Lexicon will
pay and take responsibility for payment under Assumed Study Contracts for all
work done by vendors, service providers or subcontractors (including, without
limitation, clinical sites and investigators) and any liability incurred after
the Settlement Date, in each case irrespective of when invoices for such work or
services are issued by the vendors, service providers or subcontractors, or
received by either Party. For clarity, Sanofi-Aventis will indemnify Lexicon and
will not assert liability against Lexicon or seek contribution from Lexicon
relating to [**]. The Parties will jointly draft and send notices to vendors,
service providers and subcontractors subject to Assumed Study Contracts to
communicate this arrangement for allocation of payments within [**] Business
Days following the Settlement Date.
e.Notwithstanding the foregoing, Lexicon will have the right to select its own
vendors and service providers, and decline any assignment or novation of an
Assumed Study Contract, in which case Lexicon will have no obligation to the
Sanofi-Aventis vendor, service provider or subcontractor for which it declines
such assignment or novation, and Sanofi-Aventis will have no obligation to
maintain such contract following the Settlement Date for the Core Phase 3
Studies and the Non-Core Study Transition Date for the Non-Core Studies. In the
event Lexicon so declines assignment or novation of any Assumed Study Contract
under this provision, Lexicon will reimburse Sanofi-Aventis for any continued
out-of-pocket costs under the contract incurred by Sanofi-Aventis until such
contract expires and Sanofi-Aventis shall use Commercially Reasonable Efforts to
terminate such Assumed Study Contract declined by Lexicon as soon as
practicable.
8.
MANUFACTURING AND SUPPLY. The Parties agree that notwithstanding Section
12.5.1(vi) of the License Agreement, Sanofi-Aventis