Abandoned Compounds Sample Clauses
Abandoned Compounds. If, at any time and from time to time during the Term, the JSC determines in good faith that further Development and/or Commercialization, as the case may be, of any Backup Compound, Lead Candidate or Product in accordance with the provisions of this Agreement has ceased to be scientifically, technically or commercially viable, Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. it will promptly provide written notice thereof to Paratek (each, an .”Abandoned Compound”). Following an Abandoned Compound designation or at any time a Lead Candidate or Product otherwise becomes an Abandoned Compound pursuant to any of the other provisions of this Agreement (a) Paratek or any of its Affiliates may thereafter proceed with development and commercialization of such Abandoned Compound for any and all uses outside of the Field, either alone or in conjunction with Third Parties; (b) all licenses granted by Paratek to WCCI with respect to such Abandoned Compound shall immediately terminate; provided, that, any. abandonment by WCCI pursuant to this Section 3.6.1 shall not constitute a breach of this Agreement; and (c) WCCI may, in its discretion, designate a Backup Compound to replace such Lead Candidate (which shall be reflected in an amendment to Schedule 1 hereto) in the Development, whereupon the JSC shall promptly direct the Alliance Managers to prepare an amendment to the Development Plan to describe the activities to be conducted, and the applicable Development Timelines, with respect to such Lead Candidates.
Abandoned Compounds. 4.4.1 If, at any time after the Research Term during the term of this Agreement, if BMS determines that it will not *** use Diligent Efforts to discover, develop or market *** Collaboration Compound or Product (taking into account any sublicensing efforts made or being made by BMS permitted under any sublicensing rights granted BMS under Article 5 hereof), it will notify Ligand and Section
4.4.2 shall apply. If Ligand believes that BMS is no longer using Diligent Efforts to discover, develop or commercialize *** Collaboration Compound or Product (taking into account any sublicensing efforts made or being made by BMS permitted under any sublicensing rights granted BMS under Article 5 hereof), Ligand shall notify BMS in writing of such belief and specify in reasonable detail the reasons therefor. BMS shall have *** thereafter in which to provide a written response to Ligand indicating whether BMS accepts such assertion or, if not, specifying in reasonable detail the reason why it does not. If BMS does not accept Ligand's assertion, the parties agree to meet and confer within *** thereafter for the purpose of endeavoring to resolve their differences in a mutually satisfactory manner. If the parties cannot resolve such difference to their mutual satisfaction within such *** (or such extended time period to which the parties may mutually agree), then the dispute shall be referred for final and binding arbitration in accordance with the provisions of Section 18.9 hereof for a determination as to whether BMS has not used such Diligent Efforts. For the purpose of such arbitration (i) BMS shall be presumed to have used Diligent Efforts *** *** from the end of the Research Term, and Ligand shall carry the burden of rebutting this presumption, and (ii) BMS shall be presumed to have not used Diligent Efforts *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** from the end of the Research Term, and BMS shall carry the burden of rebutting this presumption. If the arbitrator determines that BMS has not used Diligent Efforts, then BMS shall have *** from such determination to provide Ligand and the arbitrator with a proposal indicating the specific action(s) BMS is willing to undertake ("Specific Action") in order to cure the failure to use Diligent Efforts. The arbitrator will then determine whether BMS' proposal adequately cures the failure to use Diligent Efforts. If the arbitrat...
Abandoned Compounds