Common use of Failure to Obtain Approvals; Restrictions Clause in Contracts

Failure to Obtain Approvals; Restrictions. (a) If Schering does not file for Regulatory Approval in any country or countries in the Major Market as required by Section 3.2(a), the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not file for Regulatory Approval in any country or countries in the Territory (other than the Major Market) as required by Section 3.2(a), then ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. Schering shall have the right, by giving notice to ICN within 30 days after receipt of such notice from ICN, to elect to pursue Regulatory Approval in such country or countries; provided, however, that if Schering does not file for Regulatory Approval in such country or countries as required by Section 3.2 within 60 days after its notice to ICN, the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not exercise its right to elect to pursue Regulatory Approval as provided above, then ICN shall commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering; if ICN does not do so, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(a). (b) If Schering at any time decides not to pursue Regulatory Approval in any country or countries in the Territory, then Schering shall notify ICN within 30 days of such decision. In such event, ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. If ICN does not commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(b).

Failure to Obtain Approvals; Restrictions. (a) If Schering does not file for Regulatory Approval in any country or countries in the Major Market as required by Section 3.2(a), the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not file for Regulatory Approval in any country or countries in the Territory (other than the Major Market) as required by Section 3.2(a), then ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days [REDACTED] after the date of such notice by ICN to Schering. Schering shall have the right, by giving notice to ICN within 30 days [REDACTED] after receipt of such notice from ICN, to elect to pursue Regulatory Approval in such country or countries; provided, however, that if Schering does not file for Regulatory Approval in such country or countries as required by Section 3.2 within 60 days [REDACTED] after its notice to ICN, the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not exercise its right to elect to pursue Regulatory Approval as provided above, then ICN shall commence pursuing Regulatory Approval in such country or countries within 90 days [REDACTED] after the date of its notice to Schering; if ICN does not do so, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(a). (b) If Schering at any time decides not to pursue Regulatory Approval in any country or countries in the Territory, then Schering shall notify ICN within 30 days [REDACTED] of such decision. In such event, ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days [REDACTED] after the date of such notice by ICN to Schering. If ICN does not commence pursuing Regulatory Approval in such country or countries within 90 days [REDACTED] after the date of its notice to Schering, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(b).

Failure to Obtain Approvals; Restrictions. (a) If Schering does not file for Regulatory Approval in any country or countries in the Major Market as required by Section 3.2(a), the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not file for Regulatory Approval in any country or countries in the Territory (other than the Major Market) as required by Section 3.2(a), then ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. Schering shall have the right, by giving notice to ICN within 30 days after receipt of such notice from ICN, to elect to pursue Regulatory Approval in such country or countries; provided, however, that if Schering does not file for Regulatory Approval in such country or countries as required by Section 3.2 within 60 days after its notice to ICN, the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not exercise its right to elect to pursue Regulatory Approval as provided above, then ICN shall commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering; if ICN does not do so, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(a). . (b) If Schering at any time decides not to pursue Regulatory Approval in any country or countries in the Territory, then Schering shall notify ICN within 30 days of such decision. In such event, ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. If ICN does not commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(b).. 18

Failure to Obtain Approvals; Restrictions. (a) If Schering does not file for Regulatory Approval in any country or countries in the Major Market as required by Section 3.2(a), the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not file for Regulatory Approval in any country or countries in the 12 19 Territory (other than the Major Market) as required by Section 3.2(a), then ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. Schering shall have the right, by giving notice to ICN within 30 days after receipt of such notice from ICN, to elect to pursue Regulatory Approval in such country or countries; provided, however, that if Schering does not file for Regulatory Approval in such country or countries as required by Section 3.2 within 60 days after its notice to ICN, the rights granted to Schering under this Agreement shall automatically terminate in such country or countries. If Schering does not exercise its right to elect to pursue Regulatory Approval as provided above, then ICN shall commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering; if ICN does not do so, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(a). (b) If Schering at any time decides not to pursue Regulatory Approval in any country or countries in the Territory, then Schering shall notify ICN within 30 days of such decision. In such event, ICN at any time may notify Schering that ICN intends to pursue Regulatory Approval in such country or countries within 90 days after the date of such notice by ICN to Schering. If ICN does not commence pursuing Regulatory Approval in such country or countries within 90 days after the date of its notice to Schering, then the Parties shall have such rights as if ICN did not provide an initial notice to Schering pursuant to this Section 3.4(b).