Common use of Odyssey Clause in Contracts

Odyssey. (a) On the Closing Date, Purchaser and Sellers shall enter into the Odyssey Co-Development Agreement for the development and commercialization of the Odyssey Product. Pursuant to the Odyssey Co-Development Agreement, Sellers shall grant to Purchaser an exclusive license to the Odyssey Patents and Odyssey Know How for all pharmaceutical products containing the Odyssey Ingredient as the sole active ingredient. The Odyssey Co-Development Agreement shall further provide that Purchaser shall pay for all costs and expenses relating to the development and commercialization of the Odyssey Product, including costs arising from the defense and prosecution of the Odyssey Patent application filed on May 26, 2004 and Odyssey Know How, in each case solely as it relates to products containing the Odyssey Ingredient. (b) Each party shall retain fifty percent (50%) of any cash proceeds from the development and commercial exploitation of the Odyssey Product (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Cash Proceeds"). (c) If Purchaser and Sellers mutually agree to sell the rights to the Odyssey Product, then each party shall retain fifty percent (50%) of the sale proceeds (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Sale Proceeds"). To the extent there is any deferred consideration in such sale, including, but not limited to, milestone payments and royalties, each party shall retain fifty percent (50%) of any such deferred compensation. (d) Notwithstanding the foregoing, in the event that Purchaser has not enrolled at least one (1) subject in a PK Study on or prior to the later of six (6) months (i) from the Closing Date, or (ii) after the date upon which delivery of the Odyssey Product formulation and clinical supply thereof is made by Sellers to Purchaser, then thereafter Purchaser shall only retain twenty-five percent (25%), rather than fifty percent (50%), of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c); provided, however, that in the event that Purchaser has enrolled at least one (1) subject in a PK Study on or prior to the later of twelve (12) months (x) from the Closing Date or (y) after the date upon which delivery of the Odyssey Product formulation and clinical supply thereof is made (the "Cure Deadline"), Purchaser shall regain its right to receive fifty percent (50%) by Sellers to Purchaser of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c); provided, further, however, if Purchaser fails to enroll at least one (1) subject in a PK Study on or prior to the Cure Deadline, then Purchaser's rights to the Odyssey Patents and Odyssey Know How shall revert to Parent, provided that (notwithstanding such reversion) Purchaser shall retain the right to receive twenty-five percent (25%), of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c) and Purchaser shall thereafter pay for all costs and expenses relating to the development and commercialization of the Odyssey Product. (e) During any period Purchaser retains the rights to the Odyssey Product in accordance with the foregoing, Purchaser shall pursue the development and commercialization, including any litigation, relating to the Odyssey Product and Purchaser shall bear all costs and expenses in connection therewith; provided, however, that in the event that Parent determines in good faith that Purchaser is not aggressively pursuing the development, commercialization, and any litigation, Parent shall have the right, upon five (5) Business Days written notice to Purchaser, to assume the pursuit of all or any part of such development, commercialization, or litigation at Sellers' costs. (f) Purchaser shall have the right to assign its rights under the Odyssey Co-Development Agreement to a third party without consent, provided that the third party agrees to be bound by the obligations of Purchaser and perform Purchaser's obligations under that agreement. Purchaser may, at any time, terminate the Odyssey Co- Development Agreement, in which case Purchaser shall have no further obligations regarding the Odyssey Product or that agreement, but shall also waive all rights it received under that agreement.

Odyssey. (a) On the Closing Date, Purchaser and Sellers shall enter into the Odyssey Co-Development Agreement for the development and commercialization of the Odyssey Product. Pursuant to the Odyssey Co-Development Agreement, Sellers shall grant to Purchaser an exclusive license to the Odyssey Patents and Odyssey Know How for all pharmaceutical products containing the Odyssey Ingredient as the sole active ingredient. The Odyssey Co-Development Agreement shall further provide that Purchaser shall pay for all costs and expenses relating to the development and commercialization of the Odyssey Product, including costs arising from the defense and prosecution of the Odyssey Patent application filed on May 26, 2004 and Odyssey Know How, in each case solely as it relates to products containing the Odyssey Ingredient. (b) Each party shall retain fifty percent (50%) of any cash proceeds from the development and commercial exploitation of the Odyssey Product (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Cash Proceeds"). (c) If Purchaser and Sellers mutually agree to sell the rights to the Odyssey Product, then each party shall retain fifty percent (50%) of the sale proceeds (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Sale Proceeds"). To the extent there is any deferred consideration in such sale, including, but not limited to, milestone payments and royalties, each party shall retain fifty percent (50%) of any such deferred compensation. (d) Notwithstanding the foregoing, in the event that Purchaser has not enrolled at least one (1) subject in a PK Study on or prior to the later of six (6) months (i) from the Closing Date, or (ii) after the date upon which delivery of the Odyssey Product formulation and clinical supply thereof is made by Sellers to Purchaser, then thereafter Purchaser shall only retain twenty-five percent (25%), rather than fifty percent (50%), of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c); provided, however, that in the event that Purchaser has enrolled at least one (1) subject in a PK Study on or prior to the later of twelve (12) months (x) from the Closing Date or (y) after the date upon which delivery of the Odyssey Product formulation and clinical supply thereof is made (the "Cure Deadline"), Purchaser shall regain its right to receive fifty percent (50%) by Sellers to Purchaser of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c); provided, further, however, if Purchaser fails to enroll at least one (1) subject in a PK Study on or prior to the Cure Deadline, then Purchaser's rights to the Odyssey Patents and Odyssey Know How shall revert to Parent, provided that (notwithstanding such reversion) Purchaser shall retain the right to receive twenty-five percent (25%), of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c) and Purchaser shall thereafter pay for all costs and expenses relating to the development and commercialization of the Odyssey Product. (e) During any period Purchaser retains the rights to the Odyssey Product in accordance with the foregoing, Purchaser shall pursue the development and commercialization, including any litigation, relating to the Odyssey Product and Purchaser shall bear all costs and expenses in connection therewith; provided, however, that in the event that Parent determines in good faith that Purchaser is not aggressively pursuing the development, commercialization, and any litigation, Parent shall have the right, upon five (5) Business Days written notice to Purchaser, to assume the pursuit of all or any part of such development, commercialization, or litigation at Sellers' costs. (f) Purchaser shall have the right to assign its rights under the Odyssey Co-Development Agreement to a third party without consent, provided that the third party agrees to be bound by the obligations of Purchaser and perform Purchaser's obligations under that agreement. Purchaser may, at any time, terminate the Odyssey Co- Co-Development Agreement, in which case Purchaser shall have no further obligations regarding the Odyssey Product or that agreement, but shall also waive all rights it received under that agreement.