Common use of Development Responsibilities Clause in Contracts

Development Responsibilities. For each Development Compound developed by ▇▇▇▇▇▇, its Affiliates and sublicensees, ▇▇▇▇▇▇ shall be solely responsible, and shall bear the full cost and expense, for the clinical development, governmental approval, manufacturing, marketing and sale of such Development Compound and/or related Product. ▇▇▇▇▇▇ agrees to use reasonable commercial efforts to pursue the clinical development, governmental approval, manufacturing, marketing and sale of each Development Compound or Product, as applicable, resulting from the Research Program, and for which it has rights; provided that ▇▇▇▇▇▇ may hold a Candidate Compound in reserve as a back-up for a Development Compound or Product in accordance with Section 9.1 above. As used herein, “reasonable commercial efforts” shall mean efforts which are consistent with those utilized by ▇▇▇▇▇▇ for its own internally-developed or in-licensed pharmaceutical products of similar relative efficacy and safety profile and similar market potential, at a similar stage of its product life, taking into account the existence of other competitive products in the marketplace or under development, the proprietary position of the product, the anticipated profitability of the product and other relevant factors. ▇▇▇▇▇▇’▇ obligation to pursue clinical development, governmental approval, manufacturing, marketing and sales of a Development Compound or Product shall not apply with respect to a Candidate Compound which is a backup for a Development Compound or Product in accordance with Section 9.1 above.