Common use of Buy-In Right Clause in Contracts

Buy-In Right. Notwithstanding Section 3.4(b) above, and subject to Section 3.4(c), at any time prior to the initiation of the earlier of (a) a Pivotal Clinical Trial or (b) a Phase III Study of an applicable Shared Product for the Indication, formulation, dosage form or other attribute of such Shared Product that was the subject of an Additional Study which Vividion declined previously to co-fund or for which a Deemed Buy-In has not yet occurred, Vividion shall have the right to elect by written notice to Celgene to include within the Worldwide Development Costs to be subject to the Development Cost Share any Additional Study for Shared Products for which Vividion declined previously to co-fund and for which a Deemed Buy-In has not yet occurred (the “Co-Co Buy-In”). In such case, (x) the Parties shall include within the Worldwide Development Costs subject to the Development Cost Share, from the day of such notice onward, [***], and (y) Vividion shall reimburse Celgene an amount equal to [***] percent ([***]%) of the Direct Costs that otherwise would have been apportioned to Vividion, if Vividion had originally opted-in, to conduct such Additional Study prior to the Co-Co Buy-In. For example, [***]. Upon any such Co-Co Buy-In, the Parties shall have the rights with respect to such Clinical Trial or studies and the data arising therefrom as set forth in Section 3.4(d) and Section 3.6. If Vividion elects a Co-Co Buy-In, it shall pay to Celgene the Co-Co Buy-In amounts set forth in subsection (y) within [***] days after Vividion notifies Celgene in writing that Vividion is exercising its right to effect the Co-Co Buy-In pursuant to this Section 3.5 and, for clarity, from and after any Co-Co Buy-In, the ongoing Direct Costs incurred for such Additional Study that constitute Worldwide Development Costs shall be subject to the Development Cost Share.

Buy-In Right. Notwithstanding Section 3.4(b3.3(b) above, and subject to Section 3.4(c3.3(c), at any time prior to the initiation of the earlier of (a) a Pivotal Clinical Trial or (b) a Phase III Study of an applicable Shared Product for the Indication, formulation, dosage form or other attribute of such Shared Product that was the subject of an Additional Study which Vividion the Non-Proposing Party declined previously to co-fund or for which a Deemed Buy-In has not yet occurred, Vividion the Non-Proposing Party shall have the right to elect by written notice to Celgene the Proposing Party to include within Development Costs, Manufacturing Costs and other Allowable Expenses, for the Worldwide Development Costs to be subject to purposes of calculating the Development Cost Share Profit & Loss Share, incurred in conducting any Additional Study for Shared Products for which Vividion the Non-Proposing Party declined previously to co-fund and for which a Deemed Buy-In has not yet occurred (the “Co-Co Buy-In”). In such case, (x) the Parties shall include within the Worldwide Development Costs, Manufacturing Costs or other Allowable Expenses (subject to the Development Cost Profit & Loss Share, ) from the day of such notice onward, onward [***], and (y) Vividion the Non-Proposing Party shall reimburse Celgene the Proposing Party an amount equal to [***] percent ([***]%) of the Direct Costs that otherwise would have been apportioned to Vividion, the Non-Proposing Party if Vividion the Non-Proposing Party had originally opted-in, to conduct such Additional Study prior to the Co-Co Buy-In. For example, [***]. Upon any such Co-Co Buy-In, the Parties shall have the rights with respect to such Clinical Trial or studies and the data arising therefrom as set forth in Section 3.4(d3.3(d) and Section 3.63.5. If Vividion the Non-Proposing Party elects a Co-Co Buy-In, it shall pay to Celgene the Proposing Party the Co-Co Buy-In amounts set forth in subsection (y) within [***] days after Vividion the Non-Proposing Party notifies Celgene the Proposing Party in writing that Vividion the Non-Proposing Party is exercising its right to effect the Co-Co Buy-In pursuant to this Section 3.5 3.4 and, for clarity, from and after any Co-Co Buy-In, the ongoing Direct Costs incurred for such Additional Study that constitute Worldwide Development Costs, Manufacturing Costs or other Allowable Expenses shall be subject to the Development Cost Profit & Loss Share.