Common use of PRODUCT CANDIDATE SELECTION Clause in Contracts

PRODUCT CANDIDATE SELECTION. (a) From time to time during the term of this Agreement, Allergan shall present ASTI with Product Candidates recommended by Allergan for research and development as ASTI Products, together with preliminary lifetime plans that provide, for each such Product Candidate, an estimate of the total Research and Development Costs for the Product Research and Development Program for such Product Candidate through FDA review for clearance to market the resulting product, milestones (including the timetable for the development of the resulting product), detailed Work Plans for the first proposed stage of the Product Research and Development Program and any other factors that Allergan deems appropriate to determine whether to recommend the Product Candidate for research and development. (b) Promptly after Allergan recommends a Product Candidate for research and development to ASTI, ASTI shall notify Allergan in writing of its acceptance (in whole or in part) or rejection (in whole or in part) of the initial Work Plan included with such recommendation. Upon written acceptance (in whole or in part) of a Work Plan for a Product Candidate under this Section 2.2, such Product Candidate shall be deemed to be an ASTI Product. (c) If ASTI fails to accept a recommended Product Candidate for research and development as an ASTI Product within 120 days of recommendation by Allergan, then, subject to Section 7.4, ASTI shall have no rights with respect to such Product Candidate; provided, however, that, at any time during the term of this Agreement, ASTI may request Allergan to perform a Product Research and Development Program for such Product Candidate and Allergan shall undertake its duties with respect to such Product Research and Development Program, all in accordance with this Section 2 and Section 3, unless, at the time of such request, Allergan is then undertaking the research and development of such Product Candidate for its own account or with a third party, or Allergan is otherwise not permitted to undertake such research or development hereunder because of an arrangement with a third party.

PRODUCT CANDIDATE SELECTION. (a) From time to time during the term of this Agreement, Allergan ALZA shall present ASTI Crescendo with Product Candidates recommended by Allergan ALZA for research and development as ASTI Crescendo Products, together with preliminary lifetime plans that provide, for each such Product Candidate, an estimate of the total Research and Development Costs for the Product Research and Development Program for such Product Candidate through FDA review for clearance to market the resulting product, milestones (including the timetable for the development of the resulting product), detailed Work Plans for the first proposed stage of the Product Research and Development Program and any other factors that Allergan deems ALZA deemed appropriate to determine whether to recommend the Product Candidate for research and development. (b) Promptly after Allergan ALZA recommends a Product Candidate for research and development to ASTICrescendo, ASTI Crescendo shall notify Allergan ALZA in writing of its acceptance (in whole or in part) or rejection (in whole or in part) of the initial Work Plan included with such recommendation. Upon written acceptance (in whole or in part) of a Work Plan for a Product Candidate under this Section 2.2, such Product Candidate shall be deemed to be an ASTI a Crescendo Product. (c) If ASTI Crescendo fails to accept a recommended Product Candidate for research and development as an ASTI a Crescendo Product within 120 days of recommendation by AllerganALZA, then, subject to Section 7.4, ASTI then Crescendo shall have no rights with respect to such Product Candidate; provided, however, that, at any time during the term of this Agreement, ASTI Crescendo may request Allergan ALZA to perform a Product Research and Development Program for such Product Candidate and Allergan ALZA shall undertake its duties with respect to such Product Research and Development Program, all in accordance with this Section 2 and Section 3, unless, at the time of such request, Allergan ALZA is then undertaking the research and development of such Product Candidate for its own account or with a third party, or Allergan ALZA is otherwise not permitted to undertake such research or development hereunder because of an arrangement with a third party.

PRODUCT CANDIDATE SELECTION. (aA) From time to time during the term of this Agreement, Allergan shall present ASTI with Product Candidates recommended by Allergan for research and development as ASTI Products, together with preliminary lifetime plans that provide, for each such Product Candidate, an estimate of the total Research and Development Costs for the Product Research and Development Program for such Product Candidate through FDA review for clearance to market the resulting product, milestones (including the timetable for the development of the resulting product), detailed Work Plans for the first proposed stage of the Product Research and Development Program and any other factors that Allergan deems appropriate to determine whether to recommend the Product Candidate for research and development. (bB) Promptly after Allergan recommends a Product Candidate for research and development to ASTI, ASTI shall notify Allergan in writing of its acceptance (in whole or in part) or rejection (in whole or in part) of the initial Work Plan included with such recommendation. Upon written acceptance (in whole or in part) of a Work Plan for a Product Candidate under this Section 2.2, such Product Candidate shall be deemed to be an ASTI Product. (cC) If ASTI fails to accept a recommended Product Candidate for research and development as an ASTI Product within 120 days of recommendation by Allergan, then, subject to Section 7.4, ASTI shall have no rights with respect to such Product Candidate; provided, however, that, at any time during the term of this Agreement, ASTI may request Allergan to perform a Product Research and Development Program for such Product Candidate and Allergan shall undertake its duties with respect to such Product Research and Development Program, all in accordance with this Section 2 and Section 3, unless, at the time of such request, Allergan is then undertaking the research and development of such Product Candidate for its own account or with a third party, or Allergan is otherwise not permitted to undertake such research or development hereunder because of an arrangement with a third party.in