Common use of Back-Up Compounds Clause in Contracts

Back-Up Compounds. (a) Selection of Back-up Compounds. (i) As required pursuant to Section 2.7, DTI will provide to Fujisawa on the Effective Date all of its data and DTI Know-How regarding its A1 Agonist Library. During the sixty (60) day period following the Effective Date (the "Back-up Compound Notice Period"), DTI covenants that it will not license (in whole or in part), conduct, fund, develop or participate directly or indirectly through, one or more Third Parties the research, development, distribution or commercialization in the Territory of any compound in the A1 Agonist Library for use as an Injectable Product for any indication in the Field (including without limitation PSVT and/or AFIB/F). During such Back-up Compound Notice Period, Fujisawa may, at its option, provide written notice to DTI designating up to three (3) compounds from the A1 Agonist Library as Back-up Compounds. If Fujisawa so designates any Back-up Compound(s) during the Back-up Compound Notice Period, DTI covenants that it will not license (in whole or in part), conduct, fund, develop or participate in directly or indirectly through, one or more Third Parties the research, development, distribution or commercialization in the Territory of such Back-up Compound(s) for use as an Injectable Product for any indication in the Field (including without limitation PSVT and/or AFIB/F). (ii) If, after the expiration of the Back-up Compound Notice Period, Fujisawa does not make any such designation of Back-up Compounds, or designates less than three (3) Back-up Compounds, DTI may, subject to the restrictions in Section 2.5, license, conduct, fund, develop or participate in directly or indirectly through one or more Third Parties, the research, development, distribution or commercialization of any of the remaining compounds in the A1 Agonist Library (hereafter the "Remaining Compound(s)") for any indications other than the Primary Indications and in any formulation other than Injectable Products. (iii) At any time after the expiration of the Back-up Compound Notice Period, and in the event Fujisawa has designated less than three (3) Back-up Compounds during the Back-up Compound Notice Period, Fujisawa may request in writing to designate any Remaining Compounds as Back-up Compounds; provided, that the total number of Back-up Compounds under this Agreement shall not exceed three (3). If Fujisawa makes such Back-up Compound designation with respect to a Remaining Compound for which DTI (or its sublicensee or contractee) has commenced Experimentation, then (A) Fujisawa covenants that it will only develop and commercialize such Back-up Compound(s) as Licensed Products to treat the Primary Indications in the Territory and (B) the license grant to Fujisawa in Section 2.1 shall be restricted with respect to any Licensed Product containing such Back-up Compound such that DTI grants and Fujisawa accepts an exclusive (even as to DTI) license, with right to sublicense as provided in Section 2.2, under the DTI Patents and DTI Know-How to make, have made, sell, offer to sell, have sold, export and import Licensed Products containing the selected Back-up Compound to treat only the Primary Indications in the Territory. If, after the expiration of the Back-up Compound Notice Period, Fujisawa designates as a Back-up Compound any Remaining Compound for which DTI has not commenced Experimentation, then (A) Fujisawa may develop and commercialize such Back-up Compound as a Licensed Product in the Field pursuant to Section 3.8(b) and (B) the license grant to Fujisawa in Section 2.1 shall not be restricted to Primary Indications and the last sentence of Section 2.1 is not applicable in such event. (iv) In the event that DTI plans to undertake development or commercialization of any Remaining Compound(s) with a Third Party, it shall first provide written notice to Fujisawa along with the DTI Know-How with respect to such Remaining Compound(s) as is reasonably necessary for Fujisawa to assess its potential, and shall evaluate in good faith any offer that Fujisawa makes to DTI with respect to Fujisawa's development and commercialization of such Remaining Compound(s). Notwithstanding DTI's disclosure obligation pursuant to Section 2.7 if DTI (or its sublicensee or contractee) has commenced Experimentation for any Remaining Compound, DTI shall not be required to provide Fujisawa with any additional DTI Know-How that DTI develops with respect to any such Remaining Compound(s), except for DTI Know-How that relates to the Primary Indications, in which case DTI shall be obligated to disclose promptly such DTI Know-How.

Back-Up Compounds. At any time throughout a period of [***] (athe “Designation Period”) Selection and in accordance with the provisions of Article 5.2 below, Helsinn shall have the right at its discretion to designate one of the Back-up Compounds.Up Compounds listed in the Back-Up Compounds Schedule as a replacement compound to be developed in place of ZP1846 (the “Designated Back-Up Compound”); provided, however, that: 2.5.1. HELSINN shall designate such Designated Back-Up Compound by notice in writing to ZEALAND and from the date of such written notice (the “Designation Date”), (i) all references to the Compound contained in this Agreement shall be interpreted as referring to such Designated Back-Up Compound, (ii) this Agreement and the license [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. granted under Article 2.1 of this Agreement shall terminate with regard to ZP1846 or the first Designated Back-Up Compound, as the case may be (while the license granted under Article 2.2 shall remain in full force and will continue to include any ZEALAND Know-How and ZEALAND Patents relevant to ZP1846 or the First Designated Back-Up Compound), (iii) the licenses granted to HELSINN with respect to the Compound in Article 2 above shall take effect with respect to the first or second Designated Back-Up Compound, as the case may be, and (iv) the consequences provided for at Articles 13.1.1 and 13.1.2 shall apply with exclusive regard to ZP1846 or the first Designated Back-Up Compound; 2.5.2. HELSINN may not designate more than one compound as a Designated Back-Up Compound at any one time during the Designation Period; 2.5.3. HELSINN may not designate more than two (2) compounds as Designated Back-Up Compounds during the Designation Period; 2.5.4. During the Designation Period, ZEALAND shall have the right to designate any compound included in the Back-Up Compounds Schedule as a compound that ZEALAND, directly or through its sub-licensees, intends in good faith to develop (a “ZEALAND Designated Compound”), provided, however, that: (i) As required pursuant to Section 2.7at the time that ZEALAND designates such compound as a ZEALAND Designated Compound, DTI will provide to Fujisawa on the Effective Date all of its data and DTI Know-How regarding its A1 Agonist Library. During the sixty (60) day period following the Effective Date (the "it is not designated by HELSINN as a Designated Back-up Compound Notice Period"), DTI covenants that it will not license (in whole or in part), conduct, fund, develop or participate directly or indirectly through, one or more Third Parties the research, development, distribution or commercialization in the Territory of any compound in the A1 Agonist Library for use as an Injectable Product for any indication in the Field (including without limitation PSVT and/or AFIB/F). During such Back-up Compound Notice Period, Fujisawa may, at its option, provide written notice to DTI designating up to three (3) compounds from the A1 Agonist Library as Back-up Compounds. If Fujisawa so designates any Back-up Compound(s) during the Back-up Compound Notice Period, DTI covenants that it will not license (in whole or in part), conduct, fund, develop or participate in directly or indirectly through, one or more Third Parties the research, development, distribution or commercialization in the Territory of such Back-up Compound(s) for use as an Injectable Product for any indication in the Field (including without limitation PSVT and/or AFIB/F).Up Compound, (ii) If, after at all times during the expiration Designation Period there shall be at least two/third of the compounds in the Back-up Up Compound Notice Period, Fujisawa does Schedule that have not make any such designation of Back-up been designated as ZEALAND Designated Compounds, or designates less than three (3) Back-up Compounds, DTI may, subject to the restrictions in Section 2.5, license, conduct, fund, develop or participate in directly or indirectly through one or more Third Parties, the research, development, distribution or commercialization of any of the remaining compounds in the A1 Agonist Library (hereafter the "Remaining Compound(s)") for any indications other than the Primary Indications and in any formulation other than Injectable Products., (iii) At any time after the expiration of once a Back-Up Compound has been designated as a ZEALAND Designated Compound, such ZEALAND Designated Compound shall be deemed to be deleted from the Back-up Compound Notice Period, Up Compounds Schedule and in be removed from the event Fujisawa has designated less than three (3) scope of this Agreement and HELSINN may not designate it as a Designated Back-up Compounds during the Back-up Compound Notice Period, Fujisawa may request in writing to designate any Remaining Compounds as Back-up Compounds; provided, that the total number of Back-up Compounds under this Agreement shall not exceed three (3). If Fujisawa makes such Back-up Compound designation with respect to a Remaining Compound for which DTI (or its sublicensee or contractee) has commenced Experimentation, then (A) Fujisawa covenants that it will only develop and commercialize such Back-up Compound(s) as Licensed Products to treat the Primary Indications in the Territory and (B) the license grant to Fujisawa in Section 2.1 shall be restricted with respect to any Licensed Product containing such Back-up Compound such that DTI grants and Fujisawa accepts an exclusive (even as to DTI) license, with right to sublicense as provided in Section 2.2, under the DTI Patents and DTI Know-How to make, have made, sell, offer to sell, have sold, export and import Licensed Products containing the selected Back-up Compound to treat only the Primary Indications in the Territory. If, after the expiration of the Back-up Compound Notice Period, Fujisawa designates as a Back-up Compound any Remaining Compound for which DTI has not commenced Experimentation, then (A) Fujisawa may develop and commercialize such Back-up Compound as a Licensed Product in the Field pursuant to Section 3.8(b) and (B) the license grant to Fujisawa in Section 2.1 shall not be restricted to Primary Indications and the last sentence of Section 2.1 is not applicable in such eventUp Compound. (iv) In the event that DTI plans to undertake development or commercialization of any Remaining Compound(s) with a Third Party, it shall first provide written notice to Fujisawa along with the DTI Know-How with respect to such Remaining Compound(s) as is reasonably necessary for Fujisawa to assess its potential, and shall evaluate in good faith any offer that Fujisawa makes to DTI with respect to Fujisawa's development and commercialization of such Remaining Compound(s). Notwithstanding DTI's disclosure obligation pursuant to Section 2.7 if DTI (or its sublicensee or contractee) has commenced Experimentation for any Remaining Compound, DTI shall not be required to provide Fujisawa with any additional DTI Know-How that DTI develops with respect to any such Remaining Compound(s), except for DTI Know-How that relates to the Primary Indications, in which case DTI shall be obligated to disclose promptly such DTI Know-How.