Biogen Step-In Rights Sample Clauses

Biogen Step-In Rights. Biogen shall have the right, but not the obligation, to take over (a) all of AGTC’s unfinished Development activities under any Development Plan for an Initial Licensed Product with [***] written notice to AGTC upon occurrence of any of the events listed on Schedule 3.1.3. In the event that Biogen properly exercises its right to take over any of AGTC’s Development activities under any Development Plan pursuant to this Section 3.1.3, AGTC shall have no further obligation to conduct such Development activities; provided, however, that AGTC shall, at Biogen’s request, be obligated to continue conducting any ongoing Clinical Trial under such Development Plan through the completion of such Clinical Trial. AGTC shall transfer any such Development activities to Biogen in a manner and on a timeline to reasonably allow for an orderly transition of such activities. Within forty-five (45) days of the end of any Calendar Quarter in which Biogen has incurred Development Costs in the course of performing Development activities in accordance with any Development Plan under this Section 3.1.3, solely to the extent such Development activities are Pre-Funded Activities or the Parties are otherwise sharing the Development Costs for such Development activities under Section 3.2.2(a)(iii), Biogen shall provide to AGTC a reasonably detailed invoice of all or such portion of such Development Costs (which shall include a determination of Biogen’s internal costs) that is the responsibility of AGTC pursuant to Section 3.2, and AGTC shall make non-creditable, non-refundable quarterly payments in accordance with the applicable Development Budget to reimburse Biogen for any undisputed Development Costs payable by AGTC for such Development activities within forty-five (45) days of receipt of such invoice from Biogen. In the event that Biogen exercises its step-in rights with respect to an Initial Licensed Program under this Section 3.1.3 and the JDC determines that it is necessary to conduct any activities not set forth in the Development Plan for such Initial Licensed Program in order to complete the Pre-Funded Activities set forth in such Development Plan (e.g., repeating a study or performing back-up work on the applicable Initial Licensed Product), but in any event, excluding an Additional Clinical Trial (such activities, the “Additional Biogen Activities”), then the Parties shall share the Development Costs associated with the Additional Biogen Activities equally in accordance wit...
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Biogen Step-In Rights. 1.10.1. On each anniversary of the Effective Date during the Research Term, Ionis will provide Biogen with the percentage personnel turnover in Ionis’ [***] group for the previous [***]-month period (or, during the [***] years after the Effective Date, the shorter period between the Effective Date and such anniversary). If, during the course of any [***]-month (or [***]) period during the Research Term, Ionis has experienced voluntary turnover of [***]% or more in Ionis’ [***] group and Biogen reasonably believes that such turnover will negatively affect Ionis’ ability to meet its obligations under the Neurology Plans (a “Precipitous Ionis Turnover”), (a) promptly following written notice of such belief from Biogen, the Parties will meet and discuss in good faith whether Ionis will be able to meet its obligations and timelines under this Agreement on a going-forward basis and (b) within [***] days following such meeting, if Biogen still reasonably believes that such Precipitous Ionis Turnover will negatively affect Ionis’ ability to meet its obligations under the Neurology Plans, and provides written notice to Ionis thereof, then Biogen may, on a Strategy-by-Strategy or Collaboration Program-by-Collaboration Program basis with respect to the Strategy or Collaboration Program to which the failure relates, or for this Agreement in its entirety, assume responsibility for any or all target validation activities, drug discovery activities or Ionis-Conducted IND-Enabling Toxicology Studies for the applicable existing or new Strategies or Collaboration Programs directed to existing or new High Interest Targets or Collaboration Targets. If Biogen elects to take over any such activities in accordance with this Section 1.10, then (i) Biogen will assume final decision-making ability with respect to any Neurology Plans that cover the activities for which Biogen elects to assume responsibility under this Section 1.10 and Biogen will solely make all decisions with respect to such activities and Neurology Plans for which the Neurology JRC, the applicable Neurology JDC, the JPC, the CSC or any other subcommittees or working groups, or the Parties collectively, would otherwise be permitted or required to make under this Agreement; provided, however, that Biogen will not have the right to create any obligations or incur any liabilities for or on behalf of Ionis and (ii) upon Biogen’s request, Ionis shall provide Biogen and its Third Party contractors with reasonable assista...

Related to Biogen Step-In Rights

  • Step-In Rights If Agios, as the Initial Enforcement Party, fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [**] days after becoming aware of the Competitive Infringement, then Celgene may, in its discretion, provide Agios with written notice of Celgene’s intent to initiate a suit or take other appropriate action to combat such Competitive Infringement. If Celgene, as the Initial Enforcement Party for the Agios Patent Rights and Agios Collaboration Patent Rights after the Agios Opt-Out Notice, fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [**] days after becoming aware of the Competitive Infringement, then Agios may, in its discretion, provide Celgene with written notice of Agios’ intent to initiate a suit or take other appropriate action to combat such Competitive Infringement. If the Party with such step-in rights under either of the two preceding sentences (“Step-In Enforcement Party”) provides such notice and the Initial Enforcement Party fails to initiate a suit or take such other appropriate action within [**] days after receipt of such notice from the Step-In Enforcement Party, then Step-In Enforcement Party shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Agios Intellectual Property or Agios Collaboration Intellectual Property from Competitive Infringement. The Step-In Enforcement Party shall give the Initial Enforcement Party advance notice of the Step-In Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor and shall provide the Initial Enforcement Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Step-In Enforcement Party shall keep the Initial Enforcement Party promptly informed and shall from time to time consult with the Initial Enforcement Party regarding the status of any such suit or action and shall provide the Initial Enforcement Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. For the avoidance of any doubt, this Section 10.3(d) shall not be applicable to any of the Celgene Collaboration Patent Rights, so Agios shall not have any right to be the Step-In Enforcement Party for Celgene Collaboration Patent Rights without the written agreement of Celgene.

  • Step-In Right If Lyra elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra will give Lian notice thereof within a reasonable period (but not less than [***] days) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of Lyra’s responsibility for Prosecuting any of the Patent Rights to Lian under this Section 7.2(b) (Step-In Right), (i) Lyra will promptly deliver to Lian copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and (ii) such Patent Right shall no longer extend the Royalty Term pursuant to Section 6.2(b) (Royalty Term).

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Consent Rights of the Majority Participants to Certain Actions For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Acquisition of Shares by Third Party Other than an affiliate of Chenghe Investment Co. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Registration Rights of Third Parties Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

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