Common use of Failure to Develop Clause in Contracts

Failure to Develop. Should KDP fail to proceed with development of the Product in accordance with the Development Plan, and/or if KDP has not submitted a Regulatory Filing for Marketing Authorization of the Product in the Field in the Territory within twelve (12) months after the date specified for such filing in the Development Plan (as it may be amended from time to time), other than for good faith reasons, such as but not limited to force majeure (as described in Section 16.1), Can-Fxxx will have the right (either itself or through a Third Party), exercisable upon written notice to KDP following the expiration of a ninety (90)-day cure period (or, if it is not practicable to complete the cure of such failure within such 90-day period, following the expiration of an extended period of time to be determined upon mutual written agreement of the Parties), to develop the Product (either itself or through a Third Party) in the Territory, and thereafter all rights to develop and commercialize the Product in the Territory shall revert to Can-Fxxx. This Section 5.3 shall not limit any other remedies Can-Fxxx may have under this Agreement or applicable law. Notwithstanding the foregoing provisions of this Section 5.3, Can-Fxxx is not entitled to forward the aforementioned notice to KDP, or, if forwarded by Can-Fxxx, such notice shall have no effect and force as specified above, in the following instances:

Failure to Develop. Should KDP SKK fail to proceed with development of the Product in accordance with the Development Plan, and/or if KDP SKK has not submitted a Regulatory Filing for Marketing Authorization of the Product in the Field in the Territory within twelve (12) months after the date specified for such filing in the Development Plan (as it may be amended from time to time), other than for good faith reasons, such as but not limited to force majeure (as described in Section 16.1), Can-Fxxx will have the right (either itself or through a Third Party), exercisable upon written notice to KDP SKK following the expiration of a ninety (90)-day cure period (or, if it is not practicable to complete the cure of such failure within such 90-day period, following the expiration of an extended period of time to be determined upon mutual written agreement of the Parties), to develop the Product (either itself or through a Third Party) in the Territory, and thereafter all rights to develop and commercialize the Product in the Territory shall revert to Can-Fxxx. This Section 5.3 5.5 shall not limit any other remedies Can-Fxxx may have under this Agreement or applicable law. Notwithstanding the foregoing provisions of this Section 5.35.5, Can-Fxxx is not entitled to forward the aforementioned notice to KDPSKK, or, if forwarded by Can-Fxxx, such notice shall have no effect and force as specified above, in the following instances:

Failure to Develop. Should KDP CKD fail to proceed with development of the Product in accordance with the Development Plan, and/or if KDP CKD has not submitted a Regulatory Filing for Marketing Authorization of the Product in the Field in the Territory within twelve (12) months after the date specified for such filing in the Development Plan (as it may be amended from time to time), other than for good faith reasons, such as but not limited to force majeure (as described in Section 16.1), Can-Fxxx Xxxx will have the right (either itself or through a Third Party), exercisable upon written notice to KDP CKD following the expiration of a ninety (90)-day cure period (or, if it is not practicable to complete the cure of such failure within such 90-day period, following the expiration of an extended period of time to be determined upon mutual written agreement of the Parties), to develop the Product (either itself or through a Third Party) in the Territory, and thereafter all rights to develop and commercialize the Product in the Territory shall revert to Can-FxxxXxxx. Notwithstanding the foregoing, a negative result in the pre-examination application for orphan drug designation shall not be deemed to constitute a “failure to develop” which triggers the rights of Can-Xxxx under this Section 5.5. This Section 5.3 5.5 shall not limit any other remedies Can-Fxxx Xxxx may have under this Agreement or applicable law. Notwithstanding the foregoing provisions of this Section 5.35.5, Can-Fxxx Xxxx is not entitled to forward the aforementioned notice to KDPCKD, or, if forwarded by Can-FxxxXxxx, such notice shall have no effect and force as specified above, in the following instances: