Further Developments, further Indications Clause Samples

Further Developments, further Indications. 8.1. Nitec Pharma shall offer Merck any product improvements or further developments in the RA Indication for the sole purpose of marketing these in the Option Area and shall not conclude pertinent contracts with third parties for […***…] following such an offer. For Germany and Austria the said offer shall be made at market conditions on an exclusive basis. Further details shall be mutually agreed upon between the parties. Following the expiry of the time limit, Nitec Pharma shall be free to conclude a licence agreement with third parties with respect to product improvements or further developments, including the Project itself. The said time limit shall cease to apply as soon as Merck states that it has no interest in concluding a licence. 8.2. Should the Project become applicable for other indications (e.g. asthma), Nitec Pharma shall advise Merck thereof before the commencement of phase III trials and offer a marketing licence, which shall be on an exclusive basis for the countries in which Merck has an exclusive licence for the RA indication and non-exclusive in the countries in which Merck has a non-exclusive licence for the RA indication. Details of such a licence agreement shall be negotiated between the parties at the proper time. In this connection the terms and conditions specified in section 6.4. are not binding, but shall be negotiated in good faith. If the parties are unable within […***…] of the commencement of phase III trials to agree in good faith on such marketing license, Nitec Pharma shall be free to conclude a licence agreement to that effect with third parties. The said time limit shall cease to apply as soon as Merck states that it has no interest in concluding a licence.