Abandoned Products. Celldex shall promptly notify Medarex should it elect to abandon its rights to pursue commercialization of any Product in any country. In such event, the terms of Section 4.3.3 shall apply with respect to such Product in such country and the Exclusive Commercial License therefor. [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Abandoned Products. Subject to Section 11.5, if Fujisawa decides, at any time or from time to time, that it does not desire to commence or continue research, development or commercialization activities, including without limitation, conducting clinical development or seeking Regulatory Approval of a Licensed Product (for either of the Primary Indications or any other indications) or to sublicense any of the foregoing activities, it shall provide written notice to DTI within thirty (30) days of such decision. Upon receipt of such notice, DTI may, at its election, terminate Fujisawa's rights under this Agreement with respect to such Licensed Product for such indication. In such event, Fujisawa shall (i) promptly transfer to DTI all INDs and their Canadian equivalent (as applicable) and other relevant regulatory filings as it may hold with respect to such Licensed Product for such indication, and any and all written information as Fujisawa may possess which is useful to gain Regulatory Approval for and to commercialize such Licensed Product for such indication. Such transfer shall be without cost to DTI, provided however that DTI shall pay any governmental filing or transfer fees that may be required; (ii) grant to DTI an exclusive fully paid and royalty-free license under the Fujisawa Technology to make, have made, use, import, offer for sale and sell (subject to DTI's obligations under Section 5.5) such Licensed Product for such indication in the Territory, and (iii) to the extent it has the right to do so, grant to DTI a sublicense under any Third Party licenses to which Fujisawa has rights, to the extent that such rights are necessary or useful to make, have made, use, import, offer for sale and sell such Licensed Product for such indication in the Territory. DTI shall thereafter assume the cost of maintaining its proportionate share of such Third Party license and shall perform such obligations of Fujisawa under such license agreement as are applicable to the relevant Licensed Product. To the extent such Third Party license is no longer applicable or useful to Fujisawa, Fujisawa shall assign to DTI all of its rights and obligations thereunder, rather than grant a sublicense under, such license agreement. The JMC shall have no authority with respect to the development and commercialization of a Licensed Product as to which rights have reverted to DTI under this Section 3.6.
Abandoned Products. 5.2.1. Signal agrees to indemnify, defend and hold harmless Organon, and its respective officers, directors, shareholders, and employees from and against all Liabilities arising in connection with the development, manufacture, use or sale of Abandoned Products, except for Liabilities arising as a result of breach by Organon of its obligations under this Agreement, or any manufacturing, marketing or other agreement between the parties with respect to the product in question. Organon shall not make any admission of liability nor take any other action which could prejudice the defense of such claim or lawsuit by Signal.
5.2.2. Organon shall promptly notify Signal of receipt of any claim or lawsuit subject to Section 5.2.1 and shall cooperate with Signal in connection with the investigation and defense of such claim or lawsuit. Signal shall have the right to control the defense, with counsel of its choice, provided that the indemnified party shall have the right to be represented by advisory counsel at its own expense.
Abandoned Products. Genmab may voluntarily abandon its right hereunder to market the Product in any individual country, upon [***] written notice to Medarex, at any time prior to submission of the first [***] for the Product to the [***] in such country. Between the time of submission and the time of approval of said [***], Genmab may voluntarily abandon its right hereunder to market Products in any such country upon [***] written notice to Medarex. Such notice will effectuate Genmab’s voluntary abandonment of its right hereunder to market the Product in such country.
Abandoned Products. AZ hereby grants to Array an exclusive license [ * ] under AZ’s interest in the Collaboration Technology, to make, have made, use, sell, offer for sale and import, research, register, formulate, have used, export, transport, distribute, promote, market or have sold or otherwise dispose or offer to dispose of Abandoned Products for use in the Territory. Such license shall include the right to grant and authorize sublicenses. If Array requires a license under AZ Existing Technology to enable it to exercise its rights under this Section 5.3.1, then AZ shall grant such license to Array [ * ].
Abandoned Products. FibroGen shall promptly notify Medarex should it ------------------ elect to abandon its rights to pursue commercialization of any Product in any country. Such notice will effectuate FibroGen's voluntary abandonment of its right hereunder to market the Product in such country; provided, the abandonment of the Product in any particular country hereunder shall not be construed to be a termination of this Agreement with respect to the other countries or Products.
Abandoned Products. Leukosite shall promptly notify Medarex should it ------------------ elect to abandon its rights to pursue commercialization of any Product in any country. Leukosite may voluntarily abandon its right hereunder to market the Product [*****]. Such notice will effectuate Leukosite's voluntary abandonment of its right hereunder to market the Product in such country; provided, the abandonment of the Product in any particular country hereunder shall not be construed to be a termination of this Agreement.
Abandoned Products. It is understood that this Section 4.5 and the rights and obligations of GSK and CK under this Section 4.5 shall not apply to any Abandoned Products. For * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such purposes, "Abandoned Products" shall mean those CK Compounds and CK Products that are directed to Mitotic Kinesin Targets designated as CK Targets under any Section of this Agreement other than (i) under Section [*] or (ii) by reason of [*] failure to [*] a Development Compound for such Target within the time period specified in Section [*] above.
Abandoned Products. It is understood that this Section 4.5 and the rights and obligations of GSK and CK under this Section 4.5 shall not apply to any Abandoned Products. For * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Abandoned Products. Centeon may voluntarily abandon its right ------------------ hereunder to market the Product in any individual country, upon sixty (60) days written notice to Medarex at any time. Such notice will effectuate Centeon's voluntary abandonment of its right hereunder to market the Product in such country; provided, the abandonment of the Product in any particular country hereunder shall not be construed to be a termination of this Agreement for any other country.
