Development Outside the Field Sample Clauses

Development Outside the Field. With respect to (a) any Exclusive DARPin and any [***] Compound that Binds [***], in each case that is or may be in the future subject to the restrictions set forth in Section 3.3(a)(ii) or 3.4(b), respectively, and that is commercially exploited by Molecular Partners or its Affiliates for use outside the Field, whether such exploitation is directly by Molecular Partners or indirectly through Affiliates, partners, joint ventures, licensees or other Third Parties, Molecular Partners will use Commercially Reasonable Efforts to prevent the formulation of such Exclusive DARPin or such [***] Compound that Binds [***] from being able to be [***]. Notwithstanding the foregoing, Molecular Partners shall request and use Commercially Reasonable Efforts to include into any agreement entered into after the Effective Date between Molecular Partners (or any of its Affiliates) and such Third Party provisions that obligate such Third Party to agree to comply with the obligations set forth in this Section 3.8 with respect to such Exclusive DARPin or such [***] Compound that Binds [***].

Development Outside the Field. In the event that either Party develops (hereinafter referred to as the “Developing Party”) the Drug Product or the Drug Substance for an indication(s) outside the Field and obtains new proprietary knowledge or information (whether patentable or not) related to the use of Drug Product or Drug Substance for an indication(s) outside the Field (hereinafter referred to as “Outside-the-Field Know-How”), then the Developing Party shall first notify the other Party of such indication and the Outside-the-Field Know-How, and the Parties shall discuss a license or a collaborative development to such indication and the Outside-the-Field Know-How. In case the Parties fail to enter into such license agreement or a collaborative development for such indication and the Outside-the-Field Know-How as a result of such discussion: (a) the Developing Party shall have the right to commercialize, in all of the countries in the world, such indication; and (b) in case the Developing Party plans to commercialize the Drug Product in a certain country in the territory of the other Party for such indication(s), both Parties shall discuss in good faith on the use of information and data for the NDA in possession of the other Party for such country under terms and conditions to be separately agreed upon, provided, however, that both Parties shall discuss in good faith, if necessary and to the extent permitted by Applicable Laws, on the countermeasures to avoid interference of the other Parties’ licensed Drug Product business in the Field. It is expressly understood that, without a further license grant from DSP, BIOMARIN cannot use the Drug Substance supplied by DSP, the DSP Drug Product Manufacturing Technology, the Drug Substance Manufacturing Know-How, the Informative Know-How, the Drug Substance Patent, or Drug Product Patent in the development of an indication outside the Field. It is further expressly understood that neither Party will have any obligation of disclosure or negotiation pursuant to this Section 3.4 (Development Outside the Field) to the extent that such disclosure or negotiations would violate any obligation of the Developing Party existing on the Effective Date or related to Outside the Field Know-How brought to the attention of the Developing Party by a third party; provided that, in such instance, the Developing Party will use Commercially Reasonable efforts to permit disclosure to the other Party.