Common use of Subsequent Products Clause in Contracts

Subsequent Products. During the term of this agreement and not later than the date of disclosure to any Third Party (it being understood that this Article 11 does not authorize disclosure of any information that Ophidian is not otherwise permitted to disclose), Ophidian shall promptly disclose to Lilly any significant improvement or enhancement to the Bulk Drug Substance or Drug Product or any process used or useful in connection with the manufacture thereof unless in the case of processes the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to Lilly. The licenses granted to Lilly pursuant to this Agreement shall be deemed to include the right to utilize any such improvement or enhancement solely in connection with the Bulk Drug Substance and the Drug Product, and to sell Drug Product for any therapeutic purpose, all in accordance with this Agreement, but shall not include the right to develop a diagnostic. In addition, Ophidian shall disclose to Lilly, prior to the disclosure to any Third Party or the filing of information with any regulatory agency any compound, product, invention, technique, process, method or the like, in the field of CDAD, whether developed independently by Ophidian outside of the collaboration contemplated by this Agreement, or licensed by Ophidian from any Third Party, with the right to sublicense unless in the case of techniques or processes the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to Lilly (a "PRODUCT IDEA"). Lilly shall have a period of thirty (30) days following such disclosure to advise Ophidian whether Lilly desires to engage in negotiations with Ophidian to obtain the right to commercialize the Product Idea. If Lilly elects to engage in such negotiations, Ophidian shall thereafter negotiate in good faith with Lilly on an exclusive basis for an additional period of ninety (90) days in an effort to reach an agreement by which Lilly may commercialize the Product Idea.