NIBRI HDAC Inhibitor Compounds. During the Patent Period (as defined in Section 8.1 hereof), NIBRI shall make the following royalty payments to Myogen on total annual Net Sales to unaffiliated Third Parties of each Drug Product incorporating an Active Compound that is developed as a Development Candidate deemed to be a NIBRI Inhibitor Compound hereunder: (i) [..**..] of Net Sales of any Prior Clinical NIBRI HDAC Inhibitor Compounds (as defined in Section 4.1(c) hereof) for all indications in the Cardiac Field; or (ii) [..**..] of Net Sales of any Future NIBRI HDAC Inhibitor Compounds (as defined in Section 4.1(c) hereof) for all indications in the Cardiac Field. For the avoidance of doubt, no royalty payments shall be owed by NIBRI to Myogen for any indications outside of the Cardiac Field. Myogen will be responsible for all Third Party royalties owed on any Net Sales under this Section 4.2(b), if any. For the avoidance of doubt, any HDAC Inhibitor Compound, the rights to which are licensed or otherwise acquired from a Third Party by NIBRI or its Affiliates, shall be considered to be a Prior Clinical NIBRI HDAC Inhibitor Compound if such Third Party (or NIBRI or its Affiliates) has submitted an IND with the FDA and initiated a Phase I Clinical Trial covering such HDAC Inhibitor Compound prior to the date of such license or acquisition.
NIBRI HDAC Inhibitor Compounds. (a) With respect to any Development Candidate that is a NIBRI HDAC Inhibitor Compound (and, therefore, not then subject to the co-promotion option described in Section 3.5), if, at the time such Development Candidate has completed Phase II Clinical Trials sufficient for proceeding into a Phase III Clinical Trial in the Cardiac Field, either: (i) the NIBRI HDAC Inhibitor Compound has not entered first dosing in a GLP toxicology study intended to support a Regulatory Filing for any indications outside the Cardiac Field; or (ii) NIBRI or its Affiliates have terminated all active clinical development and/or commercialization of such compound for any and all indications outside the Cardiac Field, then, at such time, such NIBRI HDAC Inhibitor Compound will be deemed a Collaboration HDAC Inhibitor Compound that will thereafter be subject to all of the terms of this Agreement applicable to a Collaboration HDAC Inhibitor Compound, including the co-promotion option described in Section 3.5 and the increased milestone and royalty payments described in Article IV hereof. Notwithstanding the foregoing, any In-Licensed NIBRI HDAC Inhibitor Compound shall not be a Collaboration HDAC Inhibitor Compound.
(b) With respect to any Development Candidate that is a NIBRI HDAC Inhibitor Compound other than a NIBRI HDAC Inhibitor Compound as described in subsection (a) above, if, within [..**..] after such Development Candidate has completed Phase II Clinical Trials sufficient for proceeding into a Phase III Clinical Trial in the Cardiac Field either: (i) NIBRI or its Affiliates have terminated all active clinical development and/or commercialization of such compound for any and all indications outside the Cardiac Field; or (ii) further clinical development and/or commercialization of such compound has not been funded by NIBRI or its Affiliates in the previous [..**..], then, at such time, such NIBRI HDAC Inhibitor Compound will be deemed a Collaboration HDAC Inhibitor Compound that will thereafter be subject to all of the terms of this Agreement applicable to a Collaboration HDAC Inhibitor Compound, including the co-promotion option described in Section 3.5 and the increased milestone and royalty payments described in Article IV hereof. Notwithstanding the foregoing, any In-Licensed NIBRI HDAC Inhibitor Compound shall not be a Collaboration HDAC Inhibitor Compound.
