Common use of Development and Commercialization Efforts Clause in Contracts

Development and Commercialization Efforts. From and after the Closing Date, the Purchaser shall use its commercially reasonable efforts to develop and commercialize at least one drug candidate resulting from the 784 Patent Rights that meets the Purchaser's criteria for clinical development. In the event the Board of Directors of the Purchaser shall determine to abandon its development and commercialization efforts with respect to the 784 Patent Rights, the Board of Directors of the Purchaser shall notify the Seller in writing within 10 days of the Board's determination (the "NOTICE"), and the Seller shall have the right, in its sole discretion, to repurchase the 784 Patent Rights from the Purchaser at a price to be mutually agreed to by the parties in good faith; PROVIDED, that such price shall not exceed the fair market value of that portion of the consideration received by the Seller for such patent rights pursuant to this Agreement plus the aggregate amount spent by the Purchaser to maintain the 784 Patent Rights from the Closing Date. In order to exercise its right to repurchase the 784 Patent Rights pursuant to this Section 4.1, the Seller must notify the Purchaser, in writing, of its intent to repurchase within 30 days after receipt of the Notice by the Seller. Any sale or license of the 784

Development and Commercialization Efforts. From and after the Closing Date, the Purchaser shall use its commercially reasonable efforts to develop and commercialize at least one drug candidate resulting from the 784 Patent Rights that meets the Purchaser's criteria for clinical development. In the event the Board of Directors of the Purchaser shall determine to abandon its development and commercialization efforts with respect to the 784 Patent Rights, the Board of Directors of the Purchaser shall notify the Seller in writing within 10 days of the Board's determination (the "NOTICENotice"), and the Seller shall have the right, in its sole discretion, to repurchase the 784 Patent Rights from the Purchaser at a price to be mutually agreed to by the parties in good faith; PROVIDEDprovided, that such price shall not exceed the fair market value of that portion of the consideration received by the Seller for such patent rights pursuant to this Agreement plus the aggregate amount spent by the Purchaser to maintain the 784 Patent Rights from the Closing Date. In order to exercise its right to repurchase the 784 Patent Rights pursuant to this Section 4.1, the Seller must notify the Purchaser, in writing, of its intent to repurchase within 30 days after receipt of the Notice by the Seller. Any sale or license of the 784784 Patent Rights by the Purchaser shall not trigger the Seller's right to repurchase the 784 Patent Rights pursuant to this Section 4.1.