Common use of Scope of Exclusivity; Diligence; Development Responsibility Clause in Contracts

Scope of Exclusivity; Diligence; Development Responsibility. (a) As long as NIBRI is using commercially reasonable efforts to diligently develop and/or commercialize the Development Candidate in the Licensed Field: [/\#/\]CONFIDENTIAL TREATMENT REQUESTED (i) The licenses granted to NIBRI in Section 2.1 shall be effective also with respect to any other Active Compound which falls under the same Live Claim as an Active Compound constituting the Development Candidate provided that all of the terms and conditions of this Agreement (including royalty and milestone payments) shall apply to all such other Active Compounds; and (ii) Myogen shall not develop, make, have made, use, market and sell, itself or through a Third Party licensee, for use within the Licensed Field, any other Active Compound which falls under the same Live Claim as an Active Compound constituting the Development Candidate. (b) NIBRI shall be deemed to be using commercially reasonable efforts with respect to the provisions of Section 2.1 and Section 3.4 if NIBRI or any of its Affiliates is actively undertaking diligent, commercially reasonable efforts, similar to those used for other products of NIBRI or its Affiliates that are of similar commercial potential, for the continuing development and the commercialization of the Development Candidate in the Licensed Field, including, without limitation, the development and/or optimization and/or further characterization of Active Compounds, initiation and conduct of clinical trials, submission of regulatory filings and commercial launch of Drug Products. (c) Except as otherwise provided herein, NIBRI will have sole responsibility for, and bear the cost of conducting, the Development Program with respect to each Development Candidate and/or seeking Regulatory Approval of any Drug Product.

Scope of Exclusivity; Diligence; Development Responsibility. (a) As long as NIBRI is using commercially reasonable efforts to diligently develop and/or commercialize the Development Candidate in the Licensed Cardiac Field: [/\#/\]CONFIDENTIAL TREATMENT REQUESTED: (i) The licenses granted to NIBRI in Section 2.1 shall be effective also with respect to any other Active Compound Compound, and any derivative thereof, which falls under the same Live Claim as an Active Compound constituting the Development Candidate provided that all of the terms and conditions of this Agreement (including royalty and milestone payments) shall apply to all such other Active Compounds; and (ii) Myogen shall not develop, make, have made, use, market and sell, itself or through a Third Party licensee, for use within the Licensed Field, any other Active Compound Compound, and any derivative thereof, which falls under the same Live Claim as an Active Compound constituting the Development Candidate. (b) NIBRI shall be deemed to be using commercially reasonable efforts with respect to the provisions of Section 2.1 and Section 3.4 if NIBRI or any of its Affiliates is actively undertaking diligent, commercially reasonable efforts, similar to those used for other products of NIBRI or its Affiliates that are of similar commercial potential, for the continuing development and the commercialization of the Development Candidate Candidate, and any derivative thereof, in the Licensed Cardiac Field, including, without limitation, the development and/or optimization and/or further characterization of Active Compounds, initiation and conduct of clinical trials, submission of regulatory filings and commercial launch of Drug ProductsProducts in the Cardiac Field. (c) Except as otherwise provided herein, NIBRI will have sole responsibility for, and bear the cost of conducting, the Development Program with respect to each Development Candidate and/or seeking Regulatory Approval of any Drug Product.

Scope of Exclusivity; Diligence; Development Responsibility. (a) As long as NIBRI is using commercially reasonable efforts to diligently develop and/or commercialize the Development Candidate in the Licensed Cardiac Field: [/\#/\]CONFIDENTIAL TREATMENT REQUESTED: (i) The licenses granted to NIBRI in Section 2.1 shall be effective also with respect to any other Active Compound which falls under the same Live Claim as an Active Compound constituting the Development Candidate provided that all of the terms and conditions of this Agreement (including royalty and milestone payments) shall apply to all such other Active Compounds; and (ii) Myogen shall not develop, make, have made, use, market and sell, itself or through a Third Party licensee, for use within the Licensed Field, any other Active Compound which falls under the same Live Claim as an Active Compound constituting the Development Candidate. (b) NIBRI shall be deemed to be using commercially reasonable efforts with respect to the provisions of Section 2.1 and Section 3.4 if NIBRI or any of its Affiliates is actively undertaking diligent, commercially reasonable efforts, similar to those used for other products of NIBRI or its Affiliates that are of similar commercial potential, for the continuing development and the commercialization of the Development Candidate in the Licensed Cardiac Field, including, without limitation, the development and/or optimization and/or further characterization of Active Compounds, initiation and conduct of clinical trials, submission of regulatory filings and commercial launch of Drug ProductsProducts in the Cardiac Field. (c) Except as otherwise provided herein, NIBRI will have sole responsibility for, and bear the cost of conducting, the Development Program with respect to each Development Candidate and/or seeking Regulatory Approval of any Drug Product.