Common use of Outside of the Territory Clause in Contracts

Outside of the Territory. AltaRex intends to research, develop and conduct certain preclinical and clinical activities in order to obtain the necessary regulatory approvals to market and commercialize products incorporating or based directly or indirectly on the Licensed Technology outside of the Territory as AltaRex shall determine in its discretion (hereinafter the “AltaRex Development Program”). AltaRex shall provide prompt written notice to UP of all aspects of the AltaRex Development Program, and shall promptly update UP in writing with respect to all material changes in such AltaRex Development Program that may arise from time to time. UP shall review and approve in writing the AltaRex Development Program, and all material changes thereto from time to time, in an effort to ensure that the Initial Assessment Period and the UP Development Program are not jeopardized or adversely affected by the AltaRex Development Program, such approval not to be unreasonably withheld or delayed by UT. Qualified personnel of UP shall be permitted to participate and collaborate in the Product registration process by AltaRex outside of the Territory, including without limitation the review of filings prior to submission to regulatory authorities outside of the Territory, participation in meetings with regulatory authorities, and interaction with AltaRex personnel on a regular basis regarding the status of regulatory filings. The parties shall closely cooperate on any matters involved in and arising from the development and commercialization process that may materially affect the other party’s efforts to register Products within each party’s respective territory. Each party shall closely consult with the other with regard to its participation in important clinical development meetings. AltaRex shall provide UP with quarterly written progress reports, summarizing in detail AltaRex’s activities relating to the AltaRex Development Program, and will provide such other Information reasonably requested by UP.

Outside of the Territory. AltaRex intends to research, develop and conduct certain preclinical and clinical activities in order to obtain the necessary regulatory approvals to market and commercialize products incorporating or based directly or indirectly on the Licensed Technology outside of the Territory as AltaRex shall determine in its discretion (hereinafter the “"AltaRex Development Program”"). AltaRex shall provide prompt written notice to UP of all aspects of the AltaRex Development Program, and shall promptly update UP in writing with respect to all material changes in such AltaRex Development Program that may arise from time to time. UP shall review and approve in writing the AltaRex Development Program, and all material changes thereto from time to time, in an effort to ensure that the Initial Assessment Period and the UP Development Program are not jeopardized or adversely affected by the AltaRex Development Program, such approval not to be unreasonably withheld or delayed by UT. Qualified personnel of UP shall be permitted to participate and collaborate in the Product registration process by AltaRex outside of the Territory, including without limitation the review of filings prior to submission to regulatory authorities outside of the Territory, participation in meetings with regulatory authorities, and interaction with AltaRex personnel on a regular basis regarding the status of regulatory filings. The parties shall closely cooperate on any matters involved in and arising from the development and commercialization process that may materially affect the other party’s 's efforts to register Products within each party’s 's respective territory. Each party shall closely consult with the other with regard to its participation in important clinical development meetings. AltaRex shall provide UP with quarterly written progress reports, summarizing in detail AltaRex’s 's activities relating to the AltaRex Development Program, and will provide such other Information reasonably requested by UP.