Common use of Developmental Activities Clause in Contracts

Developmental Activities. 3.1. While this Agreement is in effect, DOV shall use reasonable efforts to develop and commercialize the Product, either through itself or through a third party commercial partner. Such activities include negotiating the terms of a sublicense agreement with a third party. 3.2. DOV may disclose unpublished Wyeth Patents and Wyeth Know-How to a third party, bound under an obligation of confidentiality that is substantially the same as the obligation provided for in Article 7.0 of this Agreement, to the extent necessary to negotiate a sublicense, and thereafter to develop and commercialize the Product. 3.3. On a quarterly basis, DOV, upon Wyeth’s request, shall provide Wyeth with a written report outlining its developmental activities during that quarter. 3.4. In the event that either party desires either to conduct any clinical studies of a Product or Marketed Product for use in the Retained Rights Field or to seek regulatory approval to market and sell Product or Marketed Product for use in the Retained Rights Field, such party shall notify the other and the parties shall enter into negotiations for the parties to cooperate in the development and commercialization of Product and Marketed Product on mutually agreeable terms for use in the Retained Rights Field, provided, however, that neither party or any of their respective Affiliates or sublicensees shall conduct any such research or development or commercialization of any Product or Marketed Product for use in the Retained Rights Field without first reaching agreement with the other party, and provided further, DOV shall not be in violation of this Article 3.4 if a patient is treated for a disease, condition or disorder falling within the Retained Rights Field merely incidentally as a result of administration of Product or Marketed Product for an indication not falling within the Retained Rights Field (provided that for this last provisio neither DOV, its Affiliates or sublicensees have deliberately taken any action, directly or indirectly, to encourage such use of a Product or Marketed Product).