After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with conte...
After Option Exercise. (a) Within [***] calendar days after Option Exercise for a Product, Akcea will provide Novartis with an inventory of any API, Finished Drug Product and packaged Clinical Study material for such Product in Akcea’s possession (together with the price Akcea was charged by Ionis ([***] for such material). If, within [***] calendar days after Novartis’ receipt of such inventory list, Novartis delivers a written request to Akcea to purchase any such material, then Akcea will sell such material to Novartis [***] ([***]) for such material calculated [***]. Promptly after Akcea receives such order from Novartis, Akcea will ship such material to Novartis and Novartis will pay Akcea within [***] ([***]) calendar days after Novartis’ receipt of such material. * ***Confidential Treatment Requested
(b) If requested by Novartis and mutually agreed by Akcea (such agreement not to be unreasonably withheld, delayed or conditioned), after Option Exercise, Akcea shall continue to provide the manufacturing transition assistance with respect to any activities contemplated by Section 1.3.2 that were not completed during the Option Period. Novartis will compensate Akcea in accordance with Section 7.10 for Akcea’s and its Affiliates’ activities conducted under this Section 1.3.3(b).
(c) If, after Option Exercise, Novartis notifies Akcea that Novartis wishes to acquire additional API, the Parties will discuss in good faith and endeavor to mutually agree through the JDCC on the quantity and timelines for the supply of any such additional API on terms and conditions as set forth in SCHEDULE 1.3.
1. If required, the Parties shall negotiate in good faith the terms and conditions of a Supply and Quality Agreement.
After Option Exercise. If a CRISPR Breach Event occurs after Vertex exercises its Option with respect to a particular Collaboration Target, Vertex may elect the alternative remedy provisions of this Section 11.3.2 with respect to any Collaboration Target for which it has exercised the Option and that is subject to such CRISPR Breach Event (in the case of a CRISPR Program Breach), or all such Collaboration Targets (in the case of a CRISPR Agreement Breach), by providing written notice of such election to CRISPR, in which case, this Agreement will continue in full force and effect with the following modifications with respect to each Collaboration Target for which Vertex elects to exercise its rights under this Section 11.3.2, each at Vertex’s election. If Vertex exercises its rights under this Section 11.3.2, such exercise shall be Vertex’s sole remedy in connection with such CRISPR Breach Event; Vertex shall have no other rights hereunder or at law or in equity with respect to the relevant CRISPR Breach Event; and CRISPR shall have no obligation to cure such CRISPR Breach Event.
(a) CRISPR’s right to [***];
(b) Vertex may [***] required or permitted [***] established pursuant to this Agreement in connection with the [***]; provided, however, Vertex will not have the right to: (i) [***] of this Agreement; (ii) [***] of the Parties, (iii) [***] under this Agreement; (iv) exercise its [***] would constitute a violation of an Applicable Law; (v) make a determination [***] under this Agreement or (vi) require [***], whether internal or external, including capital expenditures for which [***] as provided herein; and
(c) to the extent CRISPR is then conducting Additional Research, Vertex may, but will not be obligated to, assume responsibility for such Additional Research, in which case, Vertex’s obligation to fund such activities as provided in Section 7.4 will terminate. If Vertex does not elect to assume responsibility for such activities, CRISPR will continue to perform such activities and Vertex will continue to reimburse CRISPR for Research Costs arising out of such activities as provided herein.
After Option Exercise. After Option exercise, Biogen Idec will be solely responsible for the costs and expenses related to the Development, Manufacture and Commercialization of Products.
After Option Exercise. On a Licensed Program-by-Licensed Program basis after Curis’ exercise of the Option for a Program and during the term of such License, Curis shall have the first right, but not the obligation, to prosecute and maintain any Aurigene Patent Rights (including Program Patent Rights and Joint Patent Rights) relevant to such Licensed Program in the Curis Territory at its sole cost and expense using counsel reasonably acceptable to Aurigene, in accordance with the patent prosecution strategy recommended by the Patent Team for such Licensed Program, and subject to review and comment from Aurigene, which comments shall be considered in good faith by Curis. If Curis plans not to make any national phase filing in any country or, to abandon or cease prosecution or maintenance of any such Patent Right in any particular country, in the Curis Territory, Curis shall so notify Aurigene in writing at least [**] days in advance of the due date of any payment or other action that is required to prosecute and maintain such Patent Right in such country and, upon such notice, Aurigene shall have the right, but not the obligation, to assume responsibility for prosecution and maintenance of such Patent Right at its sole cost and expense, and if Aurigene elects to continue prosecution of such Patent Right in such country, all licenses granted to Curis under such Patent Right (or, as applicable, under Aurigene’s interest in such Patent Right) in such country will be terminated.
After Option Exercise. On a Licensed Program-by-Licensed Program basis after Curis’ exercise of the Option for a Program, Curis shall have the first right, but not the obligation, to bring and control any action or proceeding against a Third Party for infringement of any Aurigene Patent Right (including any Program Patent Right or Joint Patent Right) relevant to such Licensed Program in the Curis Territory with respect to any infringing activity that is competitive with a Program Compound or Product, at its own expense and by counsel of its own choice, and Aurigene shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to bring any such action or proceeding within (A) [**] days following its learning of alleged infringement, or (B) [**] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Aurigene shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Curis shall have the right, but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice.
After Option Exercise. On a Research Program-by-Research Program basis, following Xxxxxxx’x exercise of an Option with respect to a Research Program pursuant to Section 3.2 (Option Exercise), Morphic will transfer to Xxxxxxx copies of all Morphic Know-How that is necessary or useful to Exploit the Licensed Compounds and Products that are the subject of such Research Program.
After Option Exercise. Following Xxxxxxx’x exercise of an Option with respect to a Research Program pursuant to Section 3.2 (Option Exercise), Xxxxxxx will have (i) the sole right, but not the obligation, to bring and control any legal action to enforce any Assigned Product-Specific Patents and (ii) the first right, but not the obligation, to bring and control any legal action to enforce any Morphic Platform and Product Patents, Product-Specific Patents or Joint Patents, in each case ((i) and (ii)), that Cover any Licensed Compound or Product that is the subject of such Research Program against any Competitive Infringement in the Territory as it reasonably determines appropriate, and Xxxxxxx will consider in good faith the interests of Morphic in such enforcement of such Patents. If Xxxxxxx fails to commence enforcement of any Morphic Platform and Product Patents, Product-Specific Patents or Joint Patents, in each case, that are not Assigned Product-Specific Patents against a Competitive Infringement in the Territory within a period of [***] after a request from Morphic to do so, then Morphic may bring and control any legal action in the Territory to enforce any Morphic Platform and Product Patents, Product-Specific Patents or Joint Patents, in each case, that are not Assigned Product-Specific Patents and that Cover the applicable Product against such Competitive Infringement and Xxxxxxx will provide reasonable cooperation to Morphic in connection with such legal action in the Territory, including by promptly supplying or executing all papers and instruments, as may be necessary for the purposes of initiating and pursuing such legal action in the Territory.
After Option Exercise. In the case of or termination of this Agreement during the Post-Exercise Term either by Adimab pursuant to Section 9.2 (Termination for Material Breach) or by Arsanis pursuant to Section 9.3 (Termination for Convenience):
After Option Exercise. After Option exercise, Biogen Idec will be free, consistent with its practice with its other compounds and products, to issue press releases, publish, present or otherwise disclose the progress and results regarding the Product to the public; provided, that with respect to any proposed press release or other similar public communication by Biogen Idec disclosing regulatory discussions, the efficacy or safety data or results related to the Product or Biogen Idec’s sales projections, (i) Biogen Idec will submit such proposed communication to Isis for review at least two Business Days in advance of such proposed public disclosure, (ii) Isis will have the right to review and recommend changes to such communication, and (iii) Biogen Idec will in good faith consider any changes that are timely recommended by Isis.
