Agreed Upon Indication Sample Clauses

Agreed Upon Indication. In the event that the issue can not be resolved by the individuals named in subparagraph (a) and the issue is a development commitment which relates to an Agreed Upon Indication, then the party proposing the commitment ("Proposing Party") may proceed with such development commitment. In such event the issue must promptly be brought to an independent neutral expert selected by the parties or, if within thirty (30) days the parties are unable to agree upon an independent neutral expert, one selected by the American Arbitration Association ("AAA"), to determine whether such development commitment is reasonably necessary, consistent with prudent business practices, to obtain approval of Product for an Agreed Upon Indication. Such determination shall include consideration of whether development or commercialization, directly or indirectly, would have a material adverse impact on the potential of Product in the Territory from a business or scientific viewpoint. If the neutral expert determines that the commitment is reasonably necessary, then costs associated with such commitment shall be considered as Development Costs. If the neutral expert determines that the commitment is not reasonably necessary, then the costs incurred in connection with such commitment shall not be considered part of Development Costs and shall be paid solely by the Proposing Party.