Common use of Termination of Participation in Collaborative Development Clause in Contracts

Termination of Participation in Collaborative Development. On a Collaboration Lead Compound-by-Collaboration Lead Compound basis, either Party may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product. "Development Termination Documents" shall mean the following documents or reports: [ * ]. After receipt of such notice by the other Party, the Party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Compound or Product as specified herein, in which event the other Party will have the right to proceed independently to develop such Collaboration Lead Compound or Product as an Independent Lead Compound or Independent Product, pursuant to Section 3(m). In the event a Party gives notice under this Section 3(l), such non- Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Compound or Product until [ * ] from the date the other Party receives such notice, and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly transition of development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ]. The Parties each recognize and agree that a non-Independent Party's termination of participation in Pre-Clinical Development or Development in accordance with this Section 3(l) will not be considered a breach of its obligations under this Agreement. In the event of a non-Independent Party's termination of participation in Development in accordance with this Section 3(l), such non- Independent Party shall transfer and assign to the Independent Party all regulatory submissions and Drug Approval Applications relating to such Collaboration Lead Compound and/or Products based upon or incorporating such Collaboration Lead Compound, together with all materials and data related thereto in its possession.

Termination of Participation in Collaborative Development. On (a) Either party may elect, on a Collaboration Lead Designated Shared Compound-by-Collaboration Lead Designated Shared Compound, Derivative Compound thereof-by-Derivative Compound thereof or Shared Product-by-Shared Product basis, either Party as the case may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) be, to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any Collaboration Lead a given Designated Shared Compound or Derivative Compound thereof or Development of any Product. "Development Termination Documents" shall mean a given Shared Product based upon or incorporating such Designated Shared Compound or Derivative Compound thereof by written notice to the following documents other party: (i) [*] for such Designated Shared Compound or reports: [ * Derivative Compound thereof; (ii) during the period commencing upon receipt by such party of final reports covering all aspects of [*] for such Shared Product and [*]; or (iii) during the period commencing [*] for such Shared Product and ending [*]. After receipt of such notice by the other Partyparty in accordance with this Section 4A.14, the Party party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product pursuant to Section 4A.8 (except as specified hereinset forth in the next succeeding sentence), in which event the other Party party will have the right to proceed independently to develop Develop such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product as an Independent Lead Compound or Independent Product, pursuant and the party continuing such Development shall thereafter be deemed to be the Independent Party therefor, as provided in Section 3(m)4A.15. In the event a Party party gives notice under this Section 3(l)4A.14, such non- non-Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product until [ * ] from the date the other Party receives such notice[*], and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly transition of development Pre-Clinical Development and Development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ][*] a notice under this Section 4A.14. The Parties each recognize and agree that In the event of a non-Independent Partyparty's termination of participation in Pre-Clinical Development or Development of a Designated Shared Compound or Derivative Compound thereof or Shared Product in accordance with this Section 3(l) will not be considered a breach of its obligations under this Agreement. In the event of a non-Independent Party's termination of participation in Development in accordance with this Section 3(l)4A.14, such non- Independent Party party shall transfer and assign [*] to the Independent Party all regulatory submissions and Drug Regulatory Approval Applications submissions, including all applications relating to such Collaboration Lead Designated Shared Compound, Derivative Compound thereof and/or Shared Products based upon or incorporating such Collaboration Lead CompoundDesignated Shared Compound or Derivative Compound thereof, together with all materials and data related thereto in its possession. (b) If, at any time during Pre-Clinical Development or Development activities, both parties elect, on a Designated Shared Compound-by-Designated Shared Compound basis, Derivative Compound thereof-by-Derivative Compound thereof basis or a Shared Product-by-Shared Product basis, as the case may be, to terminate Pre-Clinical Development of a Designated Shared Compound or Derivative Compound thereof or to terminate Development of a Shared Product, the parties shall confer and mutually agree on a plan for seeking a purchaser for the Designated Shared Compound, Derivative Compound thereof or Shared Product, as applicable.

Termination of Participation in Collaborative Development. On (a) Either party may elect, on a Collaboration Lead Designated Shared Compound-by-Collaboration Lead Designated Shared Compound, Derivative Compound thereof-by-Derivative * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Compound thereof or Shared Product-by-Shared Product basis, either Party as the case may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) be, to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any Collaboration Lead a given Designated Shared Compound or Derivative Compound thereof or Development of a given Shared Product based upon or incorporating such Designated Shared Compound or Derivative Compound thereof by written notice to the other party: (i) at any Product. "Development Termination Documents" shall mean time prior to expiration of the forty five (45) day period following such party's receipt of final copies of all material documents to be filed with the FDA or reports: [ * ]equivalent Regulatory Authority as part of an IND submission for such Designated Shared Compound or Derivative Compound thereof, (ii) during the period commencing upon receipt by such party of final reports covering all aspects of completed Phase I Clinical Trials for such Shared Product and ending forty five (45) days thereafter; or (iii) during the period commencing upon receipt by such party of final reports covering all aspects of completed Phase II Clinical Trials for such Shared Product and ending forty five (45) days thereafter. After receipt of such notice by the other Partyparty in accordance with this Section 3.14, the Party party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product pursuant to Section 3.8 (except as specified hereinset forth in the next succeeding sentence), in which event the other Party party will have the right to proceed independently to develop Develop such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product as an Independent Lead Compound or Independent Product, pursuant and the party continuing such Development shall thereafter be deemed to be the Independent Party therefor, as provided in Section 3(m)3.15. In the event a Party party gives notice under this Section 3(l)3.14, such non- non-Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product until [ * ] ninety (90) days from the date the other Party party receives such notice, and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly transition of development Pre-Clinical Development and Development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ]the Independent Party after it receives a notice under this Section 3.14. The Parties each recognize and agree that In the event of a non-Independent Partyparty's termination of participation in Pre-Clinical Development or Development of a Designated Shared Compound or Derivative Compound thereof or Shared Product in accordance with this Section 3(l) will not be considered a breach of its obligations under this Agreement. In the event of a non-Independent Party's termination of participation in Development in accordance with this Section 3(l)3.14, such non- Independent Party party shall transfer and assign to the Independent Party all regulatory submissions and Drug Regulatory Approval Applications submissions, including all applications relating to such Collaboration Lead Designated Shared Compound, Derivative Compound thereof and/or Shared Products based upon or incorporating such Collaboration Lead CompoundDesignated Shared * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Compound or Derivative Compound thereof, together with all materials and data related thereto in its possession. (b) If, at any time during Pre-Clinical Development or Development activities, both parties elect, on a Designated Shared Compound-by-Designated Shared Compound basis, Derivative Compound thereof-by-Derivative Compound thereof basis or a Shared Product-by-Shared Product basis, as the case may be, to terminate Pre-Clinical Development of a Designated Shared Compound or Derivative Compound thereof or to terminate Development of a Shared Product, the parties shall confer and mutually agree on a plan for seeking a purchaser or licensee for the Designated Shared Compound, Derivative Compound thereof or Shared Product, as applicable.

Termination of Participation in Collaborative Development. On (a) Either party may elect, on a Collaboration Lead Designated Shared Compound-by-Collaboration Lead Designated Shared Compound, Derivative Compound thereof-by-Derivative Compound thereof or Shared Product-by-Shared Product basis, either Party as the case may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) be, to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any Collaboration Lead a given Designated Shared Compound or Derivative Compound thereof or Development of any Product. "Development Termination Documents" shall mean a given Shared Product based upon or incorporating such Designated Shared Compound or Derivative Compound thereof by written notice to the following documents other party: (i) [*] for such Designated Shared Compound or reports: [ * Derivative Compound thereof; (ii) during the period commencing upon receipt by such party of final reports covering all aspects of [*] for such Shared Product and [*]; or (iii) during the period commencing [*] for such Shared Product and ending [*]. After receipt of such notice by the other Partyparty in accordance with this Section 4A.14, the Party party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product pursuant to Section 4A.8 (except as specified hereinset forth in the next succeeding sentence), in which event the other Party party will have the right to proceed independently to develop Develop such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product as an Independent Lead Compound or Independent Product, pursuant and the party continuing such Development shall thereafter be deemed to be the Independent Party therefor, as provided in Section 3(m)4A.15. In the event a Party party gives notice under this Section 3(l)4A.14, such non- non-Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product until [ * ] from the date the other Party receives such notice[*], and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 26 transition of development Pre-Clinical Development and Development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ][*] a notice under this Section 4A.14. The Parties each recognize and agree that In the event of a non-Independent Partyparty's termination of participation in Pre-Clinical Development or Development of a Designated Shared Compound or Derivative Compound thereof or Shared Product in accordance with this Section 3(l) will not be considered a breach of its obligations under this Agreement. In the event of a non-Independent Party's termination of participation in Development in accordance with this Section 3(l)4A.14, such non- Independent Party party shall transfer and assign [*] to the Independent Party all regulatory submissions and Drug Regulatory Approval Applications submissions, including all applications relating to such Collaboration Lead Designated Shared Compound, Derivative Compound thereof and/or Shared Products based upon or incorporating such Collaboration Lead CompoundDesignated Shared Compound or Derivative Compound thereof, together with all materials and data related thereto in its possession.

Termination of Participation in Collaborative Development. On (a) Either party may elect, on a Collaboration Lead Designated Shared Compound-by-Collaboration Lead Designated Shared Compound, Derivative Compound thereof-by-Derivative Compound thereof or Shared Product-by-Shared Product basis, either Party as the case may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) be, to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any Collaboration Lead a given Designated Shared Compound or Derivative Compound thereof or Development of a given Shared Product based upon or incorporating such Designated Shared Compound or Derivative Compound thereof by written notice to the other party: (i) at any Product. "Development Termination Documents" shall mean time prior to expiration of the forty five (45) day period following such party's receipt of final copies of all material documents to be filed with the FDA or reports: [ * ]equivalent Regulatory Authority as part of an IND submission for such Designated Shared Compound or Derivative Compound thereof, (ii) during the period commencing upon receipt by such party of final reports covering all aspects of completed Phase I Clinical Trials for such Shared Product and ending forty five (45) days thereafter; or (iii) during the period commencing upon receipt by such party of final reports covering all aspects of completed Phase II Clinical Trials for such Shared Product and ending forty five (45) days thereafter. After receipt of such notice by the other Partyparty in accordance with this Section 3.14, the Party party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product pursuant to Section 3.8 (except as specified hereinset forth in the next succeeding sentence), in which event the other Party party will have the right to proceed independently to develop Develop such Collaboration Lead Designated Shared Compound or Derivative Compound thereof or Shared Product as an Independent Lead Compound or Independent Product, pursuant and the party continuing such Development shall thereafter be deemed to be the Independent Party therefor, as provided in Section 3(m)3.15. In the event a Party party gives notice under this Section 3(l)3.14, such non- non-Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Designated Shared *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Compound or Derivative Compound thereof or Shared Product until [ * ] ninety (90) days from the date the other Party party receives such notice, and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly transition of development Pre-Clinical Development and Development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ]the Independent Party after it receives a notice under this Section 3.14. The Parties each recognize and agree that In the event of a non-Independent Partyparty's termination of participation in Pre-Clinical Development or Development of a Designated Shared Compound or Derivative Compound thereof or Shared Product in accordance with this Section 3(l) will not be considered a breach of its obligations under this Agreement. In the event of a non-Independent Party's termination of participation in Development in accordance with this Section 3(l)3.14, such non- Independent Party party shall transfer and assign to the Independent Party all regulatory submissions and Drug Regulatory Approval Applications submissions, including all applications relating to such Collaboration Lead Designated Shared Compound, Derivative Compound thereof and/or Shared Products based upon or incorporating such Collaboration Lead CompoundDesignated Shared Compound or Derivative Compound thereof, together with all materials and data related thereto in its possession. (b) If, at any time during Pre-Clinical Development or Development activities, both parties elect, on a Designated Shared Compound-by-Designated Shared Compound basis, Derivative Compound thereof-by-Derivative Compound thereof basis or a Shared Product-by-Shared Product basis, as the case may be, to terminate Pre-Clinical Development of a Designated Shared Compound or Derivative Compound thereof or to terminate Development of a Shared Product, the parties shall confer and mutually agree on a plan for seeking a purchaser or licensee for the Designated Shared Compound, Derivative Compound thereof or Shared Product, as applicable.

Termination of Participation in Collaborative Development. On Either Party may elect, on a Collaboration Lead Compound-by-Collaboration Lead Compound basis, either Party may elect (upon [ * ] written notice following receipt by the Party contemplating termination of its participation in the Pre-Clinical Development of any Collaboration Lead Compound or Development of any Product of Development Termination Documents) to terminate its participation in, or to not to participate in, the Pre-Clinical Development of any a given Collaboration Lead Compound or Development of any Product. "Development Termination Documents" shall mean a given Product based upon or incorporating such Collaboration Lead Compound by written notice to the other Party: (i) [*] following documents such Party's [*] for such Collaboration Lead Compound; (ii) during the period commencing upon receipt by such Party of executed reports covering all aspects of [*] for such Product and [*] or reports: [ * ]. (iii) during the period commencing [*] for such Product and [*] After receipt of such notice by the other PartyParty in accordance with this Section 4.14, the Party providing such notice shall no longer be responsible for bearing further Development Costs for such Collaboration Lead Compound or Product as specified hereinpursuant to Section 4.8, in which event the other Party will have the right to proceed independently to develop such Collaboration Lead Compound or Product as an Independent Lead Compound or Independent Product, pursuant and the Party continuing such development shall thereafter be deemed to be the Independent Party therefor, as provided in Section 3(m)4.15. In the event a Party gives notice under this Section 3(l)4.14, such non- non-Independent Party (i) will remain responsible for its share of Development Costs for such Collaboration Lead Compound or Product until [ * [*] from the date the other Party receives such notice, and (ii) will make its personnel, relevant data and other resources available to the Independent Party as necessary to effect an orderly transition of development responsibilities, with the costs of such personnel, relevant data and resources to be borne by [ * ]. The Parties each recognize and agree that a non-Independent Party's termination of participation in Pre-Clinical Development or Development in accordance with [*] notice under this Section 3(l) will not be considered a breach of its obligations under this Agreement4.14. In the event of a non-Independent Party's termination of participation in Development of a Product in accordance with this Section 3(l)4.14, such non- Independent Party shall transfer and assign [*] to the Independent Party all regulatory submissions and submissions, including all Drug Approval Applications relating to such Collaboration Lead Compound and/or Products based upon or incorporating such Collaboration Lead Compound, together with all materials and data related thereto in its possession.