Common use of Failure to Pursue Clause in Contracts

Failure to Pursue. If DPM is not diligently pursuing the development of at least one Product using good faith commercially reasonable efforts in accordance with industry standards and consistent with the usual practice followed by DPM in pursuing the development of its other similar pharmaceutical products, then SIGNAL shall have the right to terminate the license right granted to DPM pursuant to Article 4 only with respect to such Product which SIGNAL asserts is not being diligently pursued by DPM. SIGNAL shall not have the right to terminate under this Section 10.4 with respect to such Product unless (a) DPM is given ninety (90) days prior written notice by SIGNAL of SIGNAL's intent to terminate with respect to such Product, stating the reasons and justification for such termination and recommending steps which DPM should take in such development, and (b) DPM has not taken good faith commercially reasonable steps during such ninety (90) day period to diligently pursue development of such Product. Notwithstanding the foregoing, SIGNAL shall in no event have the right to terminate such license for such Product if the development of such Product is not being pursued on the basis that a competitive product is being diligently developed by DPM pursuant to this Agreement, or that such Product is deemed by DPM unlikely to yield satisfactory results in clinical trials or regulatory submissions, or that such Product is believed by DPM to be commercially unattractive. In the event SIGNAL disagrees with the reasons why DPM is not pursuing such Product, SIGNAL can so notify DPM and the further development and commercialization of such Product may be undertaken by SIGNAL at its risk and expense, and subject to SIGNAL negotiating a license with DPM under Collaboration Technology for such Product as set forth in Section 4.2, second paragraph.

Failure to Pursue. If DPM DuPont Merck is not diligently pursuing the discovery or development of at least one Product either CDK Products or UBC Products using good faith commercially reasonable efforts in accordance with industry standards and consistent with the usual practice followed by DPM DuPont Merck in pursuing the discovery or development of its other similar pharmaceutical products, then SIGNAL Mitotix shall have the right to terminate the license right granted to DPM DuPont Merck pursuant to Article 4 only with respect to such Product which SIGNAL asserts Section 10.1.1 (in the event that DuPont Merck is not being diligently pursued by DPMpursuing the discovery or development of any CDK Products) or Section 10.2.1 (in the event that DuPont Merck is not diligently pursuing the discovery or development of any UBC Products). SIGNAL Mitotix shall not have the right to terminate under this Section 10.4 with respect to such Product 18.4 unless (a) DPM DuPont Merck is given ninety six (906) days months prior written notice by SIGNAL Mitotix of SIGNAL's Mitotix’s intent to terminate with respect to such Productterminate, stating the reasons and justification for such termination and recommending steps which DPM DuPont Merck should take in such development, and (b) DPM DuPont Merck has not taken good faith commercially reasonable steps during such ninety six (906) day month period to diligently pursue the discovery or development of such ProductCDK Products or UBC Products. Notwithstanding the foregoing, SIGNAL Mitotix shall in no event have the right to terminate such license for such Product if the development of such Product product is not being pursued on the basis that a competitive product is being diligently developed by DPM DuPont Merck pursuant to this Agreement, or DuPont Merck reasonably determines in good faith and consistent with industry standards that such Product product is deemed by DPM unlikely to yield satisfactory results in clinical trials or regulatory submissions, or that such Product product is believed by DPM to be commercially unattractive. In Upon the event SIGNAL disagrees termination of any such license grants, all rights licensed to DuPont Merck thereunder shall be returned to Mitotix. Upon Mitotix’s termination of one or more of the above-referenced licenses, and at the request of Mitotix, DuPont Merck shall enter into good faith negotiations with Mitotix regarding the reasons why DPM grant of a license to Mitotix to pursue further development of the Development Compound Mitotix asserts is not pursuing such Product, SIGNAL can so notify DPM and being diligently pursued by DuPont Merck in the further development and commercialization of such Product may be undertaken by SIGNAL at its risk and expense, and subject to SIGNAL negotiating a license with DPM under Collaboration Technology for such Product as set forth in Section 4.2, second paragraphCDK Field or the UBC Field.