Common use of Co-Development Agreement Clause in Contracts

Co-Development Agreement. If AZ designates a Potential Co-Development Antigen as a Co-Development Antigen pursuant to Section 2.2.1(l), the Parties shall negotiate in good faith to enter into a mutually acceptable written co-development and commercialization agreement (“Co-Development Agreement”) for the Exploitation of Antibody Equivalents that bind to and are directed against such Co-Development Antigen on a worldwide basis. The Co-Development Agreement shall provide (a) the sharing of the responsibility and control over the research, development and commercialization for such Antibody Equivalents by the Parties, (b) a mechanism, including the choice of legal vehicle, for the equal sharing of costs incurred in connection with the research and development of such Antibody Equivalents after such designation, and the equal sharing of profits and losses resulting from the commercialization of such Antibody Equivalents, (c) that ABX will have responsibility for the process development work for such Antibody Equivalents antibody products, and (d) such other commercially reasonable terms as the Parties may mutually agree.