Common use of OTHER CATEGORIES Clause in Contracts

OTHER CATEGORIES. In order to maintain in force the license granted pursuant to Section 2.1(a) with respect to the following groupings of Categories of Licensed Products: (i) ALK-2 Receptor Product, (ii) ALK-3 Receptor Product and ALK-3 Antibody Product, (iii) ALK-4 Receptor Product and ALK-4 Antibody Product, (iv) ALK-5 Receptor Product and ALK-5 Antibody Product, and (v) ALK-6 Receptor Product and ALK-6 Antibody Product, each grouping separately, Licensee shall, either by itself or through its Sublicensees, use commercially reasonable efforts and diligence, commensurate with the state of development, market potential and strategic value of any of the Licensed Products listed above (i-v), to develop such a Licensed Product, and thereafter to produce and sell reasonable quantities of such Licensed Product. In addition, upon request by Licensor, Licensee shall use commercially reasonable efforts and diligence, on an as-available basis, to supply Licensor with reasonable amounts of at least one antibody or receptor-Fc fusion for each such grouping, and such materials shall be provided to Licensor subject to terms and conditions of a separate material transfer agreement. The supply of the first such reagent shall be available to Licensor within one (1) year of the Effective Date and the supply of reagent with respect to all remaining groupings shall be made within three (3) years of the Effective Date. Following the initial supply of reagent for each grouping, Licensee shall have no obligation to manufacture or have manufactured reagent solely to satisfy the requests of Licensor, but if Licensee continues to manufacture or have manufactured such reagents, it will use commercially reasonable efforts and diligence, on an as-available basis, to supply Licensee with reasonable amounts such reagents for non-clinical research use, provided that Licensee shall have no obligation to supply Licensor with any Licensed Product in development for human use and may substitute a non-human cognate for any such clinical Licensed Product. In the event that Licensor believes that Licensee has not met its diligence obligations as required hereunder for any grouping, Licensor shall provide Licensee with a written notice that specifies the basis for such belief. Upon such notice, Licensee shall have sixty (60) days to respond in writing with (a) proof of diligent efforts, and/or (b) a plan to meet provide such reagent to Licensor’s satisfaction, and/or (c) a reasonable rationale as to why the reagent could not reasonably be supplied on the timeline set forth here, due to factors beyond Licensee’s control, and, in the case of clause (b) or (c), Licensee shall also provide to Licensor a revised reasonable diligence timeline, consistent with the revised development timeline of such grouping, as applicable. In the event that Licensee does not provide responses that are reasonably satisfactory to Licensor, Licensor shall have the right to terminate the Agreement in accordance with Section 7.2, but only for the Category or Categories of Licensed Products within the grouping for which Licensee has failed to timely provide the requisite reagent. Otherwise, Licensor shall not have the right to terminate such license pursuant to this ARTICLE 11. The termination of the license granted hereunder with respect to one or more Categories of Licensed Products shall not terminate or in any way affect the license granted hereunder with respect to any other Category of Licensed Product.