Common use of Target Development and Commercialization Plan Clause in Contracts

Target Development and Commercialization Plan. In addition to the above general diligence requirements, ASTA Medica shall meet the Development Plan targets determined by the Alliance Steering Committee for the Product(s). If any of the specified targets are not met with respect to the Product(s), and such targets continue to remain unmet for a period of 60 days or greater following notice to ASTA Medica by BioNumerik, then the Parties hereto shall discuss and decide in good faith how to solve the problem. If (a) the specified development and commercialization targets contained in the Development Plan and determined by the Alliance Steering Committee for the Product(s) are not met on an annual basis for three consecutive years, (b) the Product(s) does not receive Government Regulatory Approval to sell and distribute such product in at least one country in Europe within 4 years after the date of this Agreement, or (c) ASTA Medica completely ceases development, marketing, or regulatory activity with respect to the Product(s) in one or more countries in the Territory and such cessation continues for more than 60 days, then all licenses granted by BioNumerik hereunder, and to the BioNumerik Improvements, BioNumerik Patent Rights, and BioNumerik Know-How shall terminate (either for the entire Territory with respect to clause(a) or clause(b) of this sentence or on a country by country basis with respect to clause(c) of this sentence), all right, title, and interest in the Product(s) shall automatically revert to BioNumerik (either for the entire Territory with respect to clause(a) or clause(b) of this sentence or on a country by country basis with respect to clause(c) of this sentence), and all transferable elements of government approvals, registrations or other regulatory approvals and applications shall be promptly transferred to BioNumerik, provided that such rights shall not revert to BioNumerik if the failure to meet such target, take such action, or receive such approval, as the case may be, was caused in substantial part by the actions or failure to act of BioNumerik. An extension of the time to meet the development performance requirements in the previous sentence may be granted upon mutual agreement between ASTA Medica and BioNumerik.