Collaborator Failure to Continue Development Sample Clauses

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article without the transfer of its active development efforts, assets, and obligations to a third party within ninety (90) days of discontinuation, Collaborator agrees that ICD may continue developing the Test Article. In that event, the following will apply: 10.6.1 Collaborator agrees to transfer to ICD all information necessary to enable ICD to contract for the manufacture of the Test Article and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article (and Placebo, if any) in Collaborator’s inventory to ICD. 10.6.2 Further, Collaborator hereby grants to ICD a nonexclusive, irrevocable, world-wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article, its manufacture, or on any method of using the Test Article for the indication(s) described in the Research Plan, including the right to sublicense to third parties.

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test-Article Investigational Agent without the transfer of its active development efforts, assets, and obligations to a third party within ninety (90) days of discontinuation, Collaborator agrees that ICD may continue developing the Test Article Investigational Agent. In that event, the following will apply: 10.6.1 Collaborator agrees to transfer to ICD all information necessary to enable ICD to contract for the manufacture of the Test Article Investigational Agent and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article Investigational Agent (and Placebo, if any) in Collaborator’s inventory to ICD or arrange for an independent contractor to manufacture and provide Investigational Agent to NCI for two years or until the completion of ongoing mutually agreed to studies. 10.6.2 Further, Collaborator hereby grants to ICD a nonexclusive, irrevocable, world-wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article Investigational Agent, its manufacture, or on any method of using the Test Article Investigational Agent for the indication(s) described in the Research Plan, including the right to sublicense to third parties.

Collaborator Failure to Continue Development. If Collaborator suspends development of the Investigational Agent without the transfer of its active development efforts, assets, and obligations to a third party within […***…] days of discontinuation, Collaborator agrees that IC may continue developing the Investigational Agent. In that event, Collaborator agrees to transfer to IC all information necessary to enable IC to contract for the manufacture of the Investigational Agent and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Investigational Agent (and Placebo, if any) in Collaborator’s inventory to IC.

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article without the transfer of its active development efforts, assets, and obligations to a third party within […***…] of discontinuation, Collaborator agrees that ICD may continue developing the Test Article. In that event, the following will apply: 10.6.1 Collaborator agrees to transfer to ICD all information necessary to enable ICD to contract for the manufacture of the Test Article and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article (and Placebo, if any) in Collaborator’s inventory to ICD. PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 10.6.2 Further, Collaborator hereby grants to ICD a nonexclusive, irrevocable, world-wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article, its manufacture, or on any method of using the Test Article for the indication(s) described in the Research Plan, including the right to sublicense to third parties.

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article Investigational Agents without the transfer of its active development efforts, assets, and obligations to a third party within [***] of discontinuation, Collaborator agrees that ICD may continue developing the Test Article Investigational Agent. In that event, the following will apply:

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article without the transfer of its active development efforts, assets, and obligations to a third party within […***…] days of discontinuation, Collaborator agrees that ICD may continue developing the Test Article only to the extent necessary to complete the work outlined in the Appendix A, Research Plan. In that event, the following will apply: PHS ICT-CRADA Case Ref. No.02661 MODEL ADOPTED June 18, 2009 10.6.1 Collaborator agrees to transfer to ICD all information necessary to enable ICD to contract for the manufacture of the Test Article so as to complete the work outlined in the Appendix A, Research Plan and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article (and Placebo, if any) in Collaborator’s inventory to ICD. 10.6.2 Further, Collaborator hereby grants to ICD a nonexclusive, irrevocable, world-wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article, its manufacture, or on any method of using the Test Article for the indication(s) described in the Research Plan, solely for purposes of completing the Appendix A, Research Plan. including the right to sublicense to third parties.-ICD shall have no right to sublicense such Background Invention to any third party without the prior written consent of Collaborator. PHS ICT-CRADA Case Ref. No.02661 MODEL ADOPTED June 18, 2009 Page 38 of 43 Confidential Department of Health & Human Services Public Health Service Phone: (000) 000-0000 National Institutes of Health Fax: (000) 000-0000 National Cancer Institute Technology Transfer Center Executive Plaza South, Suite 450 6120 Executive Blvd. THROUGH: Xx. Xxxxxx Xxxxxxxx Director, Center for Cancer Research, NCI FROM: Xx. Xxxxxxx Xx Technology Transfer Specialist Technology Transfer Center, NCI SUBJECT: Intramural Material Transfer Agreement to NCI’s Center for Cancer Research 1. Test Article: TRC105. This agent is proprietary to Tracon Pharmaceuticals, Inc. (“Tracon”) and is being supplied to xxxxxxxxx (“NCI Investigator”) under CRADA #02661 with Tracon (“Collaborator”). Collaborator has agreed to allow the NCI’s Center for Cancer Research to make Test Article available for the research project described in the attached Exhibit A (“Research Project”). 2. In addition to TRC105, the Collaborator will supply the...

Collaborator Failure to Continue Development. If Collaborator suspends development of the Investigational Agent without the transfer of its active development efforts, assets, and obligations to a third party within one hundred eighty (180) days of discontinuation, Collaborator agrees that IC may continue developing the Investigational Agent. In that event, Collaborator agrees to transfer to IC all information necessary to enable IC to contract for the manufacture of the Investigational Agent and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Investigational Agent (and Placebo, if any) in Collaborator’s inventory to IC or arrange for an independent contractor to manufacture and provide Investigational Agent to NCI for two years or until the completion of ongoing mutually agreed to Protocols.

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article without the transfer of its active development efforts, assets, and obligations to a third party within ninety (90) days of discontinuation, Collaborator agrees that IC may continue developing the Test Article. In that event, the following will apply: 10.7.1 Collaborator agrees to transfer to IC all information necessary to enable IC to contract for the manufacture of the Test Article and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article (and Placebo, if any) in Collaborator’s inventory to IC. 10.7.2 Further, Collaborator hereby grants to IC a nonexclusive, irrevocable, world- wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article, its manufacture, or on any method of using the Test Article for the indication(s) described in the Research Plan, including the right to sublicense to third parties. PHS ICT-CRADA Agreement Ref. No. 03434 MODEL ADOPTED June 18, 2009 Page 18 of 30 Confidential Revised October 18, 2018

Collaborator Failure to Continue Development. If Collaborator suspends development of the Test Article without the transfer of its active development efforts, assets, and obligations to a third party within [*] of discontinuation, Collaborator agrees that ICD may continue developing the Test Article. In that event, the following will apply: 10.6.1 Collaborator agrees to transfer to ICD all information necessary to enable ICD to contract for the manufacture of the Test Article and, unless abandoned for reasons relating to safety as determined by the data safety monitoring board, to provide the Test Article (and Placebo, if any) in Collaborator’s inventory to ICD. 10.6.2 Further, Collaborator hereby grants to ICD a nonexclusive, irrevocable, world-wide, paid-up license to practice, or have practiced for or on behalf of the Government, any Background Invention that Collaborator may currently have or will obtain on the Test Article, its manufacture, or on any [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. PHS ICT-CRADA Model Adopted 2005 method of using the Test Article for the indication(s) described in the Research Plan, including the right to sublicense to third parties.

Collaborator Failure to Continue Development. If Collaborator permanently ceases the further development of the Investigational Agent (other than due to safety or) without the license or other transfer of its active development efforts, assets, and obligations to a third party within [*] of such discontinuation, Collaborator agrees that IC may request the right to continue developing the Investigational Agent. In such event, Collaborator agrees (subject to its other contractual obligations) to transfer to IC such information in its possession and control as is necessary to enable IC to contract for the manufacture of the [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Investigational Agent and, unless discontinued for reasons relating to safety as determined by the data safety monitoring board, to provide the Investigational Agent (and Placebo, if any) in Collaborator’s inventory to IC for the completion of ongoing and approved clinical studies. The foregoing is subject to the following: it is understood that in no event shall Collaborator have any obligation to grant rights or to assist IC, and that Collaborator is under no obligation in any event to assist IC in any manufacture or use of Investigational Agent.