BeiGene’s Election Clause Samples

BeiGene’s Election. If the Executive Officers of the Parties cannot agree upon a path forward for the joint Development of the Licensed ABI-H2158 Products or Licensed ABI-H3733 Products (as applicable) within [* * *] after such matter is referred to them pursuant to Section 5.2(d)(i), AssemblyBio shall have the final decision-making authority regarding such matter (which authority shall not be subject to BeiGene Veto Rights under Section 3.2(f)(ii)). If AssemblyBio decides to move forward with a Joint Global Study for such Licensed Products with patient enrollment in the Territory pursuant to Section 5.2(b), then BeiGene shall have the option to, solely with respect to the Licensed ABI-H2158 Products or Licensed ABI-H3733 Products (as applicable): (A) conduct the Territory-portion of the Joint Global Study as proposed by AssemblyBio, or (B) terminate this Agreement with respect to the Licensed ABI-H2158 Products or Licensed ABI-H3733 Products (as applicable) immediately upon written notice to AssemblyBio (the election to terminate pursuant to this clause (B), the “BeiGene Election”). In the event BeiGene elects to conduct the Territory-portion of the Joint Global Study, the Parties will continue to collaborate on such Development activities pursuant to a Global Development Plan for the applicable Licensed Products in accordance with Section 5.2(a) and Section 5.2(b) and the Territory-portion of the Joint Global Study shall be subject to the cost sharing arrangement under Section 5.4. In the event BeiGene elects to exercise BeiGene Election, (1) this Agreement will be deemed terminated immediately with respect to the Licensed ABI-H2158 Products or Licensed ABI-H3733 Products (as applicable) upon written notice of such election by BeiGene to AssemblyBio, which notice shall be provided within [* * *] after the expiration of the foregoing [* * *] period; (2) BeiGene shall [* * *]; (3) ABI-H2158 or ABI-H3733 (as applicable) and such Licensed Compound’s corresponding Licensed Products will cease to be a Licensed Compound, Listed Compound and Licensed Products under this Agreement, and, except as set forth under clause (4) below, will no longer be subject to terms and conditions of this Agreement (including the non-compete obligations under Section 2.6 and the payment obligations under Article 9); (4) Section 15.3 shall apply to ABI-H2158 or ABI-H3733 (as applicable) and such Licensed Compound’s Licensed Products (to the extent applicable, except that, for clarity, such Licensed Pro...