Common use of Expansion of the Territory Clause in Contracts

Expansion of the Territory. Sankyo is hereby granted options to add Japan and the European Union (which shall mean those countries which make up the European Union as of the Effective Date and the additional countries of Norway and Switzerland) to the Territory. The options for Japan and the European Union shall individually expire on [ * ]. Should Sankyo decide to so expand the Territory, it shall provide GelTex with written notice of such decision prior to the expiration of the option, and following GelTex's receipt of such written notice, the definition of the Territory shall be revised to include the additional countries and/or territories specified in such notice. As part of its due diligence obligations Sankyo shall be required to: (i) commence Phase I clinical trials of Compound in Japan within [ * ] of adding Japan to the Territory; and (ii) file a Marketing Authorization Application in the European Union (or equivalent regulatory submissions in at least two countries of the European Union designated by the mutual agreement of the Parties) within [ * ] after the NDA for Compound is filed in the United States. If Sankyo fails to meet either of the due diligence [ * ] Confidential information omitted and filed separately with the Commission. (i) the territory in which the obligation was not meet will be removed from the definition of the Territory, and Sankyo shall no longer have any rights to Compound in such territory; (ii) Sankyo promptly shall deliver to GelTex all data, information and material that it may have regarding the clinical, non-clinical and regulatory development, manufacture, marketing, and sale of Compound in such territory; and (iii) Sankyo shall not be entitled to receive reimbursement for a percentage of Development Costs under Section 5.2.3.