Common use of Development and Commercialization Efforts Clause in Contracts

Development and Commercialization Efforts. From and after the date hereof, Callisto shall use its commercially reasonable efforts to develop and commercialize at least one drug candidate resulting from the 412 Patent Rights that meet Callisto's criteria for clinical development. Callisto shall have the sole ownership in and to any and all intellectual property rights resulting from Callisto's development efforts (the "DEVELOPMENTS"). In the event that HPI exercises its right to terminate this Agreement pursuant to Section 6 by reason of Callisto's material breach of this Section 4.4 or as a result of a determination by Callisto's Board of Directors to abandon its development and commercialization efforts with respect to the 412 Patent Rights, Callisto agrees to grant HPI, on commercially reasonable terms, a non-exclusive license to use any of the Developments that, in the mutual determination of Callisto and HPI, are necessary to enable HPI to develop and commercialize any drug candidates resulting from the 412 Patent Rights.

Development and Commercialization Efforts. From and after the date hereof, Callisto shall use its commercially reasonable efforts to develop and commercialize at least one drug candidate resulting from the 412 Patent Rights that meet Callisto's criteria for clinical development. Callisto shall have the sole ownership in and to any and all intellectual property rights resulting from Callisto's development efforts (the "DEVELOPMENTSDevelopments"). In the event that HPI exercises its right to terminate this Agreement pursuant to Section 6 by reason of Callisto's material breach of this Section 4.4 or as a result of a determination by Callisto's Board of Directors to abandon its development and commercialization efforts with respect to the 412 Patent Rights, Callisto agrees to grant HPI, on commercially reasonable terms, a non-exclusive license to use any of the Developments that, in the mutual determination of Callisto and HPI, are necessary to enable HPI to develop and commercialize any drug candidates resulting from the 412 Patent Rights.