Neurocrine. In the event Neurocrine is the Insolvent Party, in addition to any other remedies available to Abbott at Law or in equity, Abbott may in its sole discretion (i) […***…]. Except as set forth in this clause (a), all rights and obligations under this Agreement shall survive such termination and continue unaffected upon Neurocrine becoming an Insolvent Party, unless this Agreement is terminated by Abbott pursuant to Section 11.2(a).
Neurocrine. Where Neurocrine is the Other Party and Abbott terminated […***…] pursuant to 11.4(a), Abbott may in its sole discretion: (i) […***…] and (ii) […***…]. Except as set forth in this clause (a): all rights and obligations under this Agreement shall survive such termination and continue unaffected , subject to […***…], as determined in accordance with Section 13.2 (Dispute Resolution).
Neurocrine. (a) During the Term of this Agreement, neither Neurocrine nor any of its Affiliates shall, except as otherwise permitted in this Article 9, either alone or with or for any Third Party, Develop, Manufacture or Commercialize any Competitive Product or grant any Affiliate or Third Party a license or sublicense to do so.
Neurocrine. In the event Neurocrine shall be an Insolvent Party, Pfizer may terminate this Agreement subject to Neurocrine's rights and Pfizer's obligations under Section 13.8.
Neurocrine. Upon Default by Neurocrine that remains uncured for the applicable period described in this Section, in addition to any other remedies available to BI at law or in equity, such remedies subject to Section 11.2, BI may in its discretion (i) terminate the Agreement, or (ii) exercise an alternative remedy as set forth below hereunder. For the avoidance of doubt, except as set forth in this clause (a), all rights and obligations under this Agreement shall continue unaffected upon Default by Neurocrine, unless this Agreement is terminated by BI pursuant to Section 9.2. Following the occurrence of an event that would allow BI to terminate this Agreement under Section 9.3 and subject to the conditions set forth in such Section 9.3, the following shall apply as an alternative remedy to such termination right and without consideration (except as otherwise stated below) in lieu of termination of this Agreement:
Neurocrine. Neurocrine shall defend, indemnify and hold Heptares, its Affiliates and its and their respective directors, officers, employees and agents, at Neurocrine’s cost and expense, harmless from and against any and all Losses incurred in connection with or arising out of any Third Party Claims:
Neurocrine. In the event Neurocrine shall be an Insolvent Party, Wyeth-Ayerst:
Neurocrine. Neurocrine recognizes that the Neurocrine Program Data may be indispensable for DSP to obtain the Regulatory Approval for the IR Product in the Territory. Based upon such recognition, Neurocrine shall make available to DSP [...***...]. Neurocrine shall make the Neurocrine Program Data available to DSP in a timely manner if DSP determines and represents to Neurocrine in good faith that such data is reasonably necessary for DSP to obtain and maintain Regulatory Approval for the IR Product in the Territory. In addition, notwithstanding Section 3.2, Neurocrine shall provide DSP with the MR Program Data in a timely manner to the extent that DSP determines and represents to Neurocrine in good faith that such data is reasonably necessary for DSP to obtain and maintain the Regulatory Approval for the IR Product in the Territory. Unless and until DSP exercises the MR Option pursuant to Section 3.2, DSP shall use such MR Program Data for the sole purpose of obtaining and maintaining the Regulatory Approval for the IR Product in the Territory. [...***...]. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (b) DSP. DSP shall use Commercially Reasonable Efforts to Develop and Commercialize Products in the Territory.
Neurocrine. Upon Default by Neurocrine, in addition to any other remedies available to DSP at law or in equity, DSP may terminate this Agreement.
Neurocrine. In the event Neurocrine shall be an Insolvent Party, DSP may terminate this Agreement or keep this Agreement in full force and effect and retain all licenses granted by Neurocrine to DSP herein to make, have made, use, develop, import, market, offer for sale, sell and have sold Indiplon or Products in the Field of Use in the Territory, subject to the payment to Neurocrine of the license fees, Milestones and Royalties set forth above.
