Common use of Extended Delay Clause in Contracts

Extended Delay. Subject to Section 11.5, if Fujisawa (i) fails to meet any of the Clinical Target Dates then in effect for the Licensed Product for a given Primary Indication within 12 months after the relevant Clinical Target Date specified in the Development Plan for such Primary Indication, or (ii) fails to submit for Regulatory Approval of that Licensed Product for such Primary Indication in the United States within 18 months after the date specified for such submission in the Development Plan with respect to such Licensed Product, then DTI may terminate Fujisawa's rights under this Agreement with respect to such Licensed Product for such particular Primary Indication. In such event, Fujisawa shall promptly transfer to DTI all INDs or their Canadian equivalent and other relevant regulatory filings as it may hold with respect to that Licensed Product for the particular Primary Indication, and any information as Fujisawa may possess which is necessary or useful to gain Regulatory Approval for and to commercialize such Licensed Product in the Territory for such Primary Indication. Such transfer shall be without cost to DTI, provided however that DTI shall pay any governmental filing or transfer fees that may be required. Fujisawa also grants to DTI, effective only in the event its rights to such Licensed Product for such Primary Indication are terminated under this Section 3.5(b), an exclusive fully paid and royalty-free (subject to DTI's obligations under Section 5.5) -------------------------------------------------------------------------------- * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. -------------------------------------------------------------------------------- license under the Fujisawa Technology to make, have made, use, import, export, offer for sale and sell such Licensed Product for such Primary Indication and, to the extent it has the right to do so, grant to DTI a sublicense under any Third Party licenses to which Fujisawa has rights, to the extent that such rights are necessary or useful to make, have made, use, import, export, offer for sale and sell the Licensed Product. DTI shall thereafter assume the cost of maintaining its proportionate share of such Third Party license and shall perform such obligations of Fujisawa under such license agreement as are applicable to the relevant Licensed Product. To the extent such Third Party license is no longer applicable or useful to Fujisawa, Fujisawa shall assign to DTI all of its rights and obligations thereunder, rather than grant a sublicense under, such license agreement. The JAM shall have no authority with respect to the development and commercialization of a Licensed Product as to which rights have reverted to DTI under this Section 3.5(b).

Extended Delay. Subject to Section 11.5, if Fujisawa (i) fails to meet any of the Clinical Target Dates then in effect for the Licensed Product for a given Primary Indication within 12 months after the relevant Clinical Target Date specified in the Development Plan for such Primary Indication, or (ii) fails to submit for Regulatory Approval of that Licensed Product for such Primary Indication in the United States within 18 months after the date specified for such submission in the Development Plan with respect to such Licensed Product, then DTI may terminate Fujisawa's rights under this Agreement with respect to such Licensed Product for such particular Primary Indication. In such event, Fujisawa shall promptly transfer to DTI all INDs or their Canadian equivalent and other relevant regulatory filings as it may hold with respect to that Licensed Product for the particular Primary Indication, and any information as Fujisawa may possess which is necessary or useful to gain Regulatory Approval for and to commercialize such Licensed Product in the Territory for such Primary Indication. Such transfer shall be without cost to DTI, provided however that DTI shall pay any governmental filing or transfer fees that may be required. Fujisawa also grants to DTI, effective only in the event its rights to such Licensed Product for such Primary Indication are terminated under this Section 3.5(b), an exclusive fully paid and royalty-free (subject to DTI's obligations under Section 5.5) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------- * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. -------------------------------------------------------------------------------- ------------------------------------------------------------------------------- license under the Fujisawa Technology to make, have made, use, import, export, offer for sale and sell such Licensed Product for such Primary Indication and, to the extent it has the right to do so, grant to DTI a sublicense under any Third Party licenses to which Fujisawa has rights, to the extent that such rights are necessary or useful to make, have made, use, import, export, offer for sale and sell the Licensed Product. DTI shall thereafter assume the cost of maintaining its proportionate share of such Third Party license and shall perform such obligations of Fujisawa under such license agreement as are applicable to the relevant Licensed Product. To the extent such Third Party license is no longer applicable or useful to Fujisawa, Fujisawa shall assign to DTI all of its rights and obligations thereunder, rather than grant a sublicense under, such license agreement. The JAM shall have no authority with respect to the development and commercialization of a Licensed Product as to which rights have reverted to DTI under this Section 3.5(b).