Ongoing Development Work Sample Clauses
Ongoing Development Work. (a) Subject to Ono’s rights under the Ono Agreement and the Initial Development Outline, all ongoing Development work in respect of the Compound or Products that is being conducted by the Progenics Parties or their Affiliates or licensees as of the Effective Date, including any pre-clinical or clinical studies and Clinical Studies (as such term is defined in Section 9.2(p)) identified on Schedule 9.2(p), shall either, as Salix may direct by notice to the Progenics Parties, be continued, terminated or transferred and transitioned to Salix.
(b) Subject to the provisions of Section 4.6(c), all ongoing Development work continued by the Progenics Parties as aforesaid and any termination or transfer and transition of ongoing Development work effected pursuant to Section 4.6(a) shall be at [*] sole cost and expense at the relevant [*] or the [*], as applicable.
(c) In respect of any ongoing Development work continued by the Progenics Parties as to which the Progenics Parties continue to have the right to receive reimbursement from Wyeth pursuant to the Termination Agreement, the Progenics Parties shall remain responsible for all costs and expenses of such Development work up to the amount of reimbursement that Wyeth is obligated to pay to the Progenics Parties in respect thereof under the terms of the Termination Agreement. Salix shall be responsible, in accordance with Section 4.6(b), for any and all amounts in excess of such amounts that are reimbursable by Wyeth. In the event that the Progenics Parties should be unable to collect from Wyeth, because of Wyeth’s bankruptcy or insolvency, any amount that Wyeth is required to reimburse to the Progenics Parties under the Termination Agreement for Development work that has been conducted by the Progenics Parties as contemplated by the first sentence of this Section 4.6(c), then Salix shall pay such amount to the Progenics Parties and shall, by virtue of such payment, be subrogated to any rights that the Progenics Parties may have against Wyeth in respect of the amount so paid.
(d) Each Progenics Party shall reasonably cooperate with Salix to effect the transfer and termination of any ongoing Development work that Salix directs is to be transferred and transitioned to it. Without limitation, each Progenics Party shall use its reasonable efforts to assign and delegate to Salix or its Affiliates, as Salix may direct, all of the rights and obligations of the Progenics Party or its Affiliates or licensees, as the case ma...
