Common use of DEVELOPING PARTY COMPOUNDS Clause in Contracts

DEVELOPING PARTY COMPOUNDS. With respect to Developing Party Compounds, responsibilities for development, including the discretion to continue, shall be solely the responsibility of the developing party. Sections 3.4 (except with respect to the notice provision) and 3.6 shall not be applicable, but provisions in Exhibit D shall be applicable, as provided therein. [*] HPI shall grant a license, or sublicense, if available, subject to any necessary third party approval and license requirements, as well as then existing third party rights, to RiboGene under the HPI Proprietary Rights to make, have made, use and sell Products incorporating a Developing Party Compound or derivatives thereof for the Target if RiboGene is the developing party. If HPI is the developing party of a Developing Party Compound, then HPI shall have access to the RiboGene Assay(s) with respect to such Developing Party Compound and RiboGene shall grant an exclusive license or sublicense, if available, to HPI under the RiboGene Proprietary Rights to make, have made, use and sell Products incorporating a Developing Party Compound or derivatives thereof. The non-developing party will use reasonable efforts to perform any remaining obligations in a timely manner for the developing party. So long as HPI or its sublicenses is diligently pursuing development of a Developing Party Compound, RiboGene will not make the Assay used to identify the Developing Party Compound or any usage therefor available to a third party for purposes of screening combinatorial libraries similar to the Combinatorial Libraries at least for the Targets of the Developing Party Compound, unless RiboGene is required to do so by a third party agreement existing at the time that HPI became the developing party of the Developing Party Compound.