Common use of Abandoned Development Clause in Contracts

Abandoned Development. If, on a Project-by-Project basis, at any point in time prior to First Commercial Sale of a Product arising out of such Project, (i) no Development activities conducted in good faith with the intention of advancing at least one Product arising out of such Project (and not for the sole purpose of preserving rights hereunder), have occurred by any Party, its Affiliate or any licensee or sublicensee during at least the preceding [**], (ii) no significant constraints on such Development imposed by a Regulatory Authority or a Force Majeure Event have been in effect at any time during such period, and (iii) Agenus has complied with its obligations under the relevant Development Plan during such time period, then Incyte shall be deemed to have abandoned Development of such Project (“Abandoned Development”). If Agenus reasonably concludes that Incyte has Abandoned Development, then Agenus shall deliver written notice to Incyte setting out the basis for Agenus’ conclusion. If Incyte disagrees with Agenus’ conclusion that Incyte has Abandoned Development, then the JSC will meet within thirty (30) days to discuss the disagreement. If the JSC cannot agree after such discussion, then the terms of Section 12.2 shall apply to resolve the dispute. If Incyte agrees, or the JSC or the dispute resolution mechanism of Section 12.2 concludes, that Incyte has Abandoned Development with respect to any Project, and (y) if Incyte has not previously been properly deemed to have Abandoned Development with respect to such Project, then within [**] thereafter, Incyte may either (1) [**]; provided, that, if Incyte fails to take such actions within such [**] period, then Agenus shall have the right to terminate this Agreement with respect to such Project in accordance with Section 8.2(d), or (2) provide Agenus with written notice that it chooses not to provide [**], in which case Agenus shall have the right to terminate this Agreement with respect to such Project in accordance with Section 8.2(d).

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, on a Project-by-Project basis, at any point in time prior to the First Commercial Sale of the first Licensed Product containing a Product arising out Licensed Antibody to obtain Regulatory Approval, (a) the Betta Parties have substantially ceased to conduct Development of such ProjectLicensed 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) no Development activities conducted in good faith with the intention of advancing at least one Product arising out of such Project (and not for the sole purpose of preserving rights hereunder), have occurred by any Party, its Affiliate or any licensee or sublicensee during at least the preceding [**], (ii) no significant constraints on such Development inactivity was not imposed by a Regulatory Authority or Authority, a result of a change in Applicable Laws, and was not due to a Force Majeure Event have been in effect at any time during such periodEvent, and (iii) Agenus has complied with its obligations under the relevant Development Plan this Agreement during such time period, then Incyte shall Betta will be deemed to have abandoned Development Commercialization of such Project Licensed Antibody (“Abandoned DevelopmentCommercialization”). If Agenus reasonably [*] concludes that Incyte Betta has Abandoned DevelopmentDevelopment or Abandoned Commercialization of either Licensed Antibody, as applicable, then Agenus shall may deliver written notice to Incyte Betta setting out the basis for Agenus’ conclusion. If Incyte disagrees with Agenus’ conclusion that Incyte has Abandoned Development, then the JSC will meet within thirty (30) days to discuss the disagreement. If the JSC cannot agree after such discussion, then the terms of Section 12.2 shall apply to resolve the dispute. If Incyte agrees, or the JSC or the dispute resolution mechanism of Section 12.2 concludes, that Incyte has Abandoned Development with respect to any Project, and (y) if Incyte has not previously been properly deemed to have Abandoned Development with respect to such Project, then within [**] thereafter, Incyte may either (1) [**]; provided, that, if Incyte fails to take such actions within such [**] period, then Agenus shall have the right to terminate this Agreement with respect to such Project in accordance with Section 8.2(d), or (2) provide Agenus with written notice that it chooses not to provide [**], in which case Agenus shall have the right to terminate this Agreement with respect to such Project in accordance with Section 8.2(d).

Abandoned Development. (i) If, on a Project-by-Project basisduring the Term, at any point in time prior to First Commercial Sale of a Licensed Product arising out of such Projectin an indication in the Field in the Incyte Territory, (i) no Development activities conducted Hengrui determines in good faith with the intention of advancing that Incyte has ceased to conduct any Development activities in good faith for at least one Product arising out of such Project (and not for the sole purpose of preserving rights hereunder), have occurred by any Party, its Affiliate or any licensee or sublicensee during at least the preceding [**], (ii) ] and no significant constraints on such Development imposed by the actions or omissions of Hengrui, or by a Regulatory Authority Authority, or by a Force Majeure Event event have been in effect at any time occurred during such period, and (iii) Agenus has complied with its obligations under the relevant Development Plan during such time period, then Incyte shall be deemed to have abandoned Development of such Project period (“Abandoned Development”), then Hengrui may deliver to Incyte written notice that Hengrui deems Incyte to have Abandoned Development. If Agenus reasonably concludes that Incyte has Abandoned Development, then Agenus shall deliver Hengrui delivers such written notice to Incyte setting out Incyte, such notice shall set forth the basis for Agenus’ conclusionHengrui’s good faith determination. If Incyte disagrees with Agenus’ conclusion Hengrui’s determination that Incyte has Abandoned Development, then the JSC Parties will meet within thirty (30) days [**] to discuss the such disagreement. If the JSC Parties cannot agree after such discussion, then the terms of Section 12.2 14 shall apply to resolve such dispute. (ii) If it is finally determined pursuant to the dispute. If Incyte agrees, or the JSC or the dispute resolution mechanism of Section 12.2 concludes, procedures set forth in clause (i) above that Incyte has Abandoned Development with respect to any ProjectDevelopment, and (y) if Incyte has not previously been properly deemed to have Abandoned Development with respect to such Projectthen, then within [**] thereafterDays of such final determination being conclusively made, Incyte may either shall either: (1) provide Hengrui with a written plan describing the actions that Incyte proposes to take to remedy such Abandoned Development together with a payment of [**]; providedor (2) provide Hengrui with written notice that Incyte chooses not to provide such a plan and payment, thatin which case Hengrui shall have the right to terminate this Agreement in accordance with Section 12.3.1(c). In the event that Incyte elects to provide such a plan and payment, if Incyte shall, within [**] from the delivery of such plan and payment to Hengrui, initiate and diligently pursue such plan. If Incyte fails to take initiate and diligently pursue such actions plan within such [**] period, then Agenus shall have the right to Hengrui may terminate this Agreement with respect to such Project in accordance with Section 8.2(d), or (2) provide Agenus with written notice that it chooses not to provide [**], in which case Agenus shall have the right to terminate this Agreement with respect to such Project in accordance with Section 8.2(d12.3.1(c).