A CONTRACT PARTY TO
MEET THEIR DILIGENCE OR OTHER COMMERCIALIZATION REQUIREMENTS, THEN IN EACH CASE,
AVANT SHALL (I) GIVE A WRITTEN NOTICE TO PRF DESCRIBING IN REASONABLE DETAIL THE
RELEVANT BREACH, DEFAULT OR TERMINATION EVENT, INCLUDING A COPY OF ANY WRITTEN
NOTICE THAT AVANT PROPOSED TO SEND TO THE APPLICABLE CONTRACT PARTY AND, IN THE
CASE OF ANY BREACH OR DEFAULT OR ALLEGED BREACH OR DEFAULT BY SUCH CONTRACT
PARTY, DESCRIBING ANY ACTION AVANT PROPOSES TO TAKE, AND (II) MAKE ALL
COMMERCIALLY REASONABLE EFFORTS TO ENFORCE ALL OF ITS RIGHTS AND REMEDIES
THEREUNDER; PROVIDED, HOWEVER AVANT WILL NOT TAKE ANY ACTIONS UNDER THE
APPLICABLE LICENSE AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF PRF, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
(E)
AVANT SHALL, AT ITS SOLE EXPENSE, EITHER
DIRECTLY OR BY CAUSING THE CONTRACT PARTY TO DO SO, TAKE ANY AND ALL ACTIONS,
AND PREPARE, EXECUTE, DELIVER AND FILE ANY AND ALL AGREEMENTS, DOCUMENTS OR
INSTRUMENTS, WHICH ARE REASONABLY NECESSARY OR DESIRABLE TO, AND TO THE EXTENT
PERMITTED UNDER THE APPLICABLE LICENSE AGREEMENT, (I) DILIGENTLY MAINTAIN THE
APPLICABLE INTELLECTUAL PROPERTY AND (II) DILIGENTLY DEFEND SUCH INTELLECTUAL
PROPERTY AGAINST INFRINGEMENT OR INTERFERENCE BY ANY OTHER PERSONS, AND AGAINST
ANY CLAIMS OF INVALIDITY OR UNENFORCEABILITY, IN ANY JURISDICTION (INCLUDING BY
BRINGING ANY LEGAL ACTION FOR INFRINGEMENT OR DEFENDING ANY COUNTERCLAIM OF
INVALIDITY OR ACTION OF A THIRD PARTY FOR DECLARATORY JUDGMENT OF
NON-INFRINGEMENT OR NON-INTERFERENCE).
AVANT SHALL NOT, AND SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE APPLICABLE CONTRACT PARTY NOT TO,
UNREASONABLY DISCLAIM OR ABANDON, OR FAIL TO TAKE ANY ACTION REASONABLY
NECESSARY OR DESIRABLE TO PREVENT THE DISCLAIMER OR ABANDONMENT OF, THE
APPLICABLE INTELLECTUAL PROPERTY.
(F)
AVANT SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO, WHERE A CONTRACT PARTY IS REQUIRED TO DO SO UNDER ANY LICENSE
AGREEMENT, ASSIST SUCH CONTRACT PARTY IN SECURING AND MAINTAINING, ALL
REGULATORY AND OTHER GOVERNMENTAL APPROVALS, CLEARANCES, REGISTRATIONS AND
PERMITS WHICH MAY BE REQUIRED TO MANUFACTURE, MARKET AND/OR SELL THE PRODUCT AND
ARE REASONABLY INTENDED TO MAXIMIZE THE COMMERCIAL POTENTIAL OF THE PRODUCT.
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(G)
AVANT SHALL CAUSE EACH CONTRACT PARTY UNDER ANY
LICENSE AGREEMENT, AS APPLICABLE AND TO THE EXTENT PROVIDED IN THE GSK LICENSE
AGREEMENT, TO PROVIDE PROMPTLY FOLLOWING THE END OF EACH CALENDAR QUARTER ALL
INFORMATION WITH RESPECT TO NET END-USER SALES (INCLUDING ALL COMPONENTS OF
INFORMATION REQUIRED TO CALCULATE GROSS PRODUCT PAYMENTS) UNDER EACH SUCH
AGREEMENT FOR INCLUSION IN THE QUARTERLY REPORT FOR SUCH QUARTER, AND AVANT
SHALL CAUSE SUCH OBLIGATION TO BE INCLUDED IN EVERY LICENSE AGREEMENT IT ENTERS
INTO FOLLOWING THE CLOSING DATE.
SECTION 5.11
AUDITS.
(A)
TO THE EXTENT AVANT HAS THE RIGHT TO PERFORM OR
CAUSE TO BE PERFORMED INSPECTIONS OR AUDITS UNDER ANY OF THE LICENSE AGREEMENTS
REGARDING PAYMENTS PAYABLE AND/OR PAID TO AVANT THEREUNDER (EACH, A "LICENSE
PARTY AUDIT"), AVANT SHALL, AT THE REASONABLE REQUEST OF PRF, CAUSE A LICENSE
PARTY AUDIT TO BE PERFORMED PROMPTLY IN ACCORDANCE WITH THE TERMS THEREOF.
IN
CONDUCTING A LICENSE PARTY AUDIT, SUBJECT TO THE TERMS OF THE APPLICABLE