RIGHTS UPON TERMINATION OF OR FAILURE TO CONTINUE DEVELOPMENT Sample Clauses

RIGHTS UPON TERMINATION OF OR FAILURE TO CONTINUE DEVELOPMENT. If ALZA exercises its Continuation Option with respect to any Discontinued Product and continues the development thereof, but either does not later exercise its License Option or determines, prior to receipt of either (i) FDA approval or (ii) comparable regulatory approval in two other Major Market Countries not to further continue such development for any reason, ALZA shall so notify the Partnership and the License Option for such Product automatically shall terminate on the date of such notice. Beginning on the date of such notice, the Partnership shall have the right to license, manufacture, use, commercialize, sell or otherwise dispose of the Discontinued Product in the same manner and to the same extent as though ALZA had not exercised the Continuation Option; provided, however, that 50% of the proceeds of any such license, manufacture, use, commercialization, sale or other disposition of the Discontinued Product received by the Partnership shall be paid by the Partnership to ALZA until ALZA has been reimbursed for all Development Costs of the Discontinued Product paid by ALZA through the date of ALZA's notice hereunder. Within 60 days after such notice, ALZA shall deliver to the Partnership a written accounting of the Development Costs of such Discontinued Product paid or expended by it through the date of ALZA's notice.