Ongoing Development Work. (a) Subject to Ono’s rights under the Ono Agreement and the Initial Development Outline, all ongoing Development work in respect of the Compound or Products that is being conducted by the Progenics Parties or their Affiliates or licensees as of the Effective Date, including any pre-clinical or clinical studies and Clinical Studies (as such term is defined in Section 9.2(p)) identified on Schedule 9.2(p), shall either, as Salix may direct by notice to the Progenics Parties, be continued, terminated or transferred and transitioned to Salix. (b) Subject to the provisions of Section 4.6(c), all ongoing Development work continued by the Progenics Parties as aforesaid and any termination or transfer and transition of ongoing Development work effected pursuant to Section 4.6(a) shall be at [*] sole cost and expense at the relevant [*] or the [*], as applicable. (c) In respect of any ongoing Development work continued by the Progenics Parties as to which the Progenics Parties continue to have the right to receive reimbursement from Wyeth pursuant to the Termination Agreement, the Progenics Parties shall remain responsible for all costs and expenses of such Development work up to the amount of reimbursement that Wyeth is obligated to pay to the Progenics Parties in respect thereof under the terms of the Termination Agreement. Salix shall be responsible, in accordance with Section 4.6(b), for any and all amounts in excess of such amounts that are reimbursable by Wyeth. In the event that the Progenics Parties should be unable to collect from Wyeth, because of Wyeth’s bankruptcy or insolvency, any amount that Wyeth is required to reimburse to the Progenics Parties under the Termination Agreement for Development work that has been conducted by the Progenics Parties as contemplated by the first sentence of this Section 4.6(c), then Salix shall pay such amount to the Progenics Parties and shall, by virtue of such payment, be subrogated to any rights that the Progenics Parties may have against Wyeth in respect of the amount so paid. (d) Each Progenics Party shall reasonably cooperate with Salix to effect the transfer and termination of any ongoing Development work that Salix directs is to be transferred and transitioned to it. Without limitation, each Progenics Party shall use its reasonable efforts to assign and delegate to Salix or its Affiliates, as Salix may direct, all of the rights and obligations of the Progenics Party or its Affiliates or licensees, as the case may be, under such Progenics Third Party Agreements (other than the Subject Agreements) as Salix may determine are relevant to the conduct of ongoing Development work to be transferred and transitioned to it. The Progenics Parties and Salix shall use their respective reasonable efforts to obtain the consent of any relevant Third Party to the assignment and delegation of any such Progenics Third Party Agreement. In connection with obtaining any such consents, Salix shall cooperate with the Progenics Parties in obtaining from the relevant Third Party a release of the relevant Progenics Parties from liability under the relevant Progenics Third Party Agreement with respect to matters arising after the relevant assignment effective date, and, notwithstanding and in addition to the foregoing, shall, at Salix’s expense, cause the relevant Progenics Parties to be released from liability under the Progenics Third Party Agreements identified on Schedule 4.6(d) with respect to matters arising after or related to the relevant assignment effective date. To the extent any such Progenics Third Party Agreement is not assignable without the consent of a Third Party and the consent of such Third Party cannot be obtained following the reasonable efforts contemplated hereby, the performance obligations of the Progenics Parties or their Affiliates under such Progenics Third Party Agreement shall, unless not permitted by such Progenics Third Party Agreement, be deemed to be subcontracted to Salix until such Progenics Third Party Agreement can be effectively assigned and delegated. If any such consent cannot be timely obtained, (i) the Progenics Parties shall waive any exclusivity provision contained in the relevant Progenics Third Party Agreement to allow Salix to enter into its own agreement with the relevant Third Party and (ii) the Progenics Parties and Salix shall cooperate in any reasonable arrangement designed to provide for Salix the benefits and obligations intended to be assigned or delegated to and assumed by it in respect of such Progenics Third Party Agreement, including the right to enforce such Progenics Third Party Agreement for its own account. In furtherance of the foregoing, in respect of any Progenics Third Party Agreement that cannot be effectively assigned or delegated as contemplated hereby, the Progenics Parties hereby consent to the use by any Third Party which is a party to such Progenics Third Party Agreement of confidential information, technology and/or Know-How developed or held by such Third Party under the Progenics Third Party Agreement for the benefit of Salix, subject to applicable confidentiality and use restrictions. Notwithstanding any of the foregoing provisions of this Section 4.6(d), the Progenics Parties shall not be obligated to take or to permit to be taken any action which would, in the reasonable judgment of the Progenics Parties, be likely to result in a breach of any Progenics Third Party Agreement. (e) Any transfer or transition of ongoing Development work from Progenics or its Affiliates or licensees to Salix pursuant to this Section 4.6 shall not affect the liability of the transferring party for any matters arising prior to the effective date of such transfer, and Salix shall have no liability in respect of any such matter. Conversely, any such transfer or transition shall result in Salix, as between it and the transferring party, being liable for all matters arising in respect of such Development work on or after the effective date of such transfer, provided, however, that, as between Salix and the transferring party, the transferring party shall remain solely liable for any matters arising before or after such transfer in respect of Development work transferred by the transferring party to Salix to the extent any such matter is a result of any act or omission on the part of the transferring party, its Affiliates, licensees, sublicensees or its or their directors, officers, employees or agents. (f) The provisions of this Section 4.6 are in addition to, and not by way of limitation of, the provisions of the Transition Agreement.
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Ongoing Development Work. (a) Subject to Ono’s rights under the Ono Agreement and the Initial Development Outline, all ongoing Development work in respect of the Compound or Products that is being conducted by the Progenics Parties or their Affiliates or licensees as of the Effective Date, including any pre-clinical or clinical studies and Clinical Studies (as such term is defined in Section 9.2(p)) identified on Schedule 9.2(p), shall either, as Salix may direct by notice to the Progenics Parties, be continued, terminated or transferred and transitioned to Salix.
(b) Subject to the provisions of Section 4.6(c), all ongoing Development work continued by the Progenics Parties as aforesaid and any termination or transfer and transition of ongoing Development work effected pursuant to Section 4.6(a) shall be at [*] sole cost and expense at the relevant [*] or the [*], as applicable.
(c) In respect of any ongoing Development work continued by the Progenics Parties as to which the Progenics Parties continue to have the right to receive reimbursement from Wyeth pursuant to the Termination Agreement, the Progenics Parties shall remain responsible for all costs and expenses of such Development work up to the amount of reimbursement that Wyeth is obligated to pay to the Progenics Parties in respect * Confidential treatment requested; certain information omitted and filed separately with the SEC. thereof under the terms of the Termination Agreement. Salix shall be responsible, in accordance with Section 4.6(b), for any and all amounts in excess of such amounts that are reimbursable by Wyeth. In the event that the Progenics Parties should be unable to collect from Wyeth, because of Wyeth’s bankruptcy or insolvency, any amount that Wyeth is required to reimburse to the Progenics Parties under the Termination Agreement for Development work that has been conducted by the Progenics Parties as contemplated by the first sentence of this Section 4.6(c), then Salix shall pay such amount to the Progenics Parties and shall, by virtue of such payment, be subrogated to any rights that the Progenics Parties may have against Wyeth in respect of the amount so paid.
(d) Each Progenics Party shall reasonably cooperate with Salix to effect the transfer and termination of any ongoing Development work that Salix directs is to be transferred and transitioned to it. Without limitation, each Progenics Party shall use its reasonable efforts to assign and delegate to Salix or its Affiliates, as Salix may direct, all of the rights and obligations of the Progenics Party or its Affiliates or licensees, as the case may be, under such Progenics Third Party Agreements (other than the Subject Agreements) as Salix may determine are relevant to the conduct of ongoing Development work to be transferred and transitioned to it. The Progenics Parties and Salix shall use their respective reasonable efforts to obtain the consent of any relevant Third Party to the assignment and delegation of any such Progenics Third Party Agreement. In connection with obtaining any such consents, Salix shall cooperate with the Progenics Parties in obtaining from the relevant Third Party a release of the relevant Progenics Parties from liability under the relevant Progenics Third Party Agreement with respect to matters arising after the relevant assignment effective date, and, notwithstanding and in addition to the foregoing, shall, at Salix’s expense, cause the relevant Progenics Parties to be released from liability under the Progenics Third Party Agreements identified on Schedule 4.6(d) with respect to matters arising after or related to the relevant assignment effective date. To the extent any such Progenics Third Party Agreement is not assignable without the consent of a Third Party and the consent of such Third Party cannot be obtained following the reasonable efforts contemplated hereby, the performance obligations of the Progenics Parties or their Affiliates under such Progenics Third Party Agreement shall, unless not permitted by such Progenics Third Party Agreement, be deemed to be subcontracted to Salix until such Progenics Third Party Agreement can be effectively assigned and delegated. If any such consent cannot be timely obtained, (i) the Progenics Parties shall waive any exclusivity provision contained in the relevant Progenics Third Party Agreement to allow Salix to enter into its own agreement with the relevant Third Party and (ii) the Progenics Parties and Salix shall cooperate in any reasonable arrangement designed to provide for Salix the benefits and obligations intended to be assigned or delegated to and assumed by it in respect of such Progenics Third Party Agreement, including the right to enforce such Progenics Third Party Agreement for its own account. In furtherance of the foregoing, in respect of any Progenics Third Party Agreement that cannot be effectively assigned or delegated as contemplated hereby, the Progenics Parties hereby consent to the use by any Third Party which is a party to such Progenics Third Party Agreement of confidential information, technology and/or Know-How developed or held by such Third Party under the Progenics Third Party Agreement for the benefit of Salix, subject to applicable confidentiality and use restrictions. Notwithstanding any of the foregoing provisions of this Section 4.6(d), the Progenics Parties shall not be obligated to take or to permit to be taken any action which would, in the reasonable judgment of the Progenics Parties, be likely to result in a breach of any Progenics Third Party Agreement.
(e) Any transfer or transition of ongoing Development work from Progenics or its Affiliates or licensees to Salix pursuant to this Section 4.6 shall not affect the liability of the transferring party for any matters arising prior to the effective date of such transfer, and Salix shall have no liability in respect of any such matter. Conversely, any such transfer or transition shall result in Salix, as between it and the transferring party, being liable for all matters arising in respect of such Development work on or after the effective date of such transfer, provided, however, that, as between Salix and the transferring party, the transferring party shall remain solely liable for any matters arising before or after such transfer in respect of Development work transferred by the transferring party to Salix to the extent any such matter is a result of any act or omission on the part of the transferring party, its Affiliates, licensees, sublicensees or its or their directors, officers, employees or agents.
(f) The provisions of this Section 4.6 are in addition to, and not by way of limitation of, the provisions of the Transition Agreement.
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