Abandoned Development. Betta will, through itself and the Betta Parties, [*] Develop, Manufacture and Commercialize Licensed Products in the Territory in the Field in accordance with the Territory Development Plan. If, at any point in time prior to the First Commercial Sale of the first Licensed Product containing a Licensed Antibody to obtain Regulatory Approval, (a) the Betta Parties have substantially ceased to conduct Development of such Licensed Antibody [*], (b) such inactivity was not imposed by a Regulatory Authority, a result of a change in Applicable Laws, and was not due to a Force Majeure Event, and (c) Agenus has complied with its obligations under this Agreement during such period, then Betta will be deemed to have abandoned Development of such Licensed Antibody (“Abandoned Development”). If, at any point in time following the First Commercial Sale of the first Licensed Product containing a Licensed Antibody to obtain Regulatory Approval, (i) [*], (ii) such inactivity was not imposed by a Regulatory Authority, a result of a change in Applicable Laws, and was not due to a Force Majeure Event, and (iii) Agenus has complied with its obligations under this Agreement during such period, then Betta will be deemed to have abandoned Commercialization of such Licensed Antibody (“Abandoned Commercialization”). If Agenus [*] concludes that Betta has Abandoned Development or Abandoned Commercialization of either Licensed Antibody, as applicable, then Agenus may deliver written notice to Betta setting out the basis for Agenus’ conclusion. [*].
Abandoned Development. [***], no Active Development Activities (as defined below) have been conducted by Zai, its Affiliates or permitted Sublicensee within ten (10) months of the Effective Date, and (b) such inactivity was not caused by a Serious Adverse Event or Serious Adverse Drug Reaction (each as defined in the Pharmacovigilance Agreement) reported pursuant to the Pharmacovigilance Agreement, Regulatory Authority or was not due to a force majeure event or Xxxxxxxx’x failure to supply sufficient quantities of Clinical Supply Product to Zai, then Zai shall be deemed to have abandoned the Development under the applicable Development Plan for the Product therein (“Abandoned Development”). If Zai has Abandoned Development, then Xxxxxxxx shall have the right to terminate this Agreement in accordance with Section 14.4(a). “Active Development Activities” [***].
Abandoned Development. If, prior to the First Commercial Sale of any Licensed Product Developed under the Development Plan, (a) no Active Development Activities (as defined below) have been conducted by Zai, its Affiliates or permitted Sublicensee for [***], (b) such inactivity was not caused by a Serious Adverse Event or Serious Adverse Drug Reaction reported pursuant to the Pharmacovigilance Agreement, Regulatory Authority or was not due to
Abandoned Development. (i) If, during the Term, prior to First Commercial Sale of a Licensed Product in an indication in the Field in the Incyte Territory, Hengrui determines in good faith that Incyte has ceased to conduct any Development activities in good faith for at least [**] and no significant constraints on such Development imposed by the actions or omissions of Hengrui, or by a Regulatory Authority, or by a Force Majeure event have occurred during such period (“Abandoned Development”), then Hengrui may deliver to Incyte written notice that Hengrui deems Incyte to have Abandoned Development. If Hengrui delivers such written notice to Incyte, such notice shall set forth the basis for Hengrui’s good faith determination. If Incyte disagrees with Hengrui’s determination that Incyte has Abandoned Development, then the Parties will meet within [**] to discuss such disagreement. If the Parties cannot agree after such discussion, then the terms of Section 14 shall apply to resolve such dispute.
Abandoned Development. If, prior to the First Commercial Sale of any Licensed Product Developed under the Development Plan, (a) no Active Development Activities (as defined below) have been conducted by Zai, its Affiliates or permitted Sublicensee for [***], (b) such inactivity was not caused by a Serious Adverse Event or Serious Adverse Drug Reaction reported pursuant to the Pharmacovigilance Agreement, Regulatory Authority or was not due to a force majeure event or Deciphera’s failure to supply sufficient quantities of the Licensed Product to Zai, and (c) Deciphera has complied with its obligations under this Agreement and the Supply Agreement during such time period, then Zai shall be deemed to have abandoned the Development under the applicable Development Plan for the Licensed Product therein (“Abandoned Development”). [***]. “Active Development Activities” exists if Zai has performed or is performing any of the following Development activities: [***].
