Co-Detailing Option Sample Clauses

Co-Detailing Option. Xxxxxxx hereby grants Protagonist an option to provide, at Protagonist’s election, up to thirty percent (30%) of the Details for each Licensed Product (other than Combination Products) in the U.S. for all approved Indications, as further described in this Section 5.6.2 (the “Co-Detailing Option”). Notwithstanding the foregoing, if Protagonist does not exercise the Co-Detailing Option with respect to the first Licensed Product for which Xxxxxxx delivers top-line results in accordance with Section 5.6.2(c), then the Co-Detailing Option shall not apply to any future Licensed Products and this Section 5.6.2 shall become null and void. If Protagonist exercises the Co-Detailing Option with respect to two or more Licensed Products, Protagonist shall not have the right to provide more than thirty percent (30%) of the aggregate number of Details for all such Licensed Products nor more than thirty percent (30%) of the Details for any such Licensed Product. Notwithstanding the foregoing, Xxxxxxx shall have the right, upon [ * ] written notice where such Co-Detailing Option has not as of such time been exercised, or upon [ * ] written notice where such option has as of such time been exercised by Protagonist, to terminate the Co-Detailing Option and Protagonist’s rights under this Section 5.6.2 in the event of the occurrence of a Restricted Change of Control of Protagonist or an assignment of this Agreement in its entirety by Protagonist (other than an assignment to an Affiliate of Protagonist), unless Xxxxxxx otherwise consents, which consent may be withheld in Xxxxxxx’x sole discretion.
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Co-Detailing Option. Prothena shall have the option to co-Detail in the United States: (i) the first Licensed Product for the Xxxxxxxxx’x Disease Indication to obtain Regulatory Approval, whether or not such Licensed Product is a Jointly Funded Product/Indication, and (ii) if Prothena exercises such option for such first Licensed Product for the Xxxxxxxxx’x Disease Indication, then each subsequent Licensed Product to obtain Regulatory Approval for the Xxxxxxxxx’x Disease Indication [*] (each option, a “Co-Detailing Option”, and each product, a “Co-Detailed Product”). Each Co-Detailing Option shall be exercisable no later than [*] by providing written notice to Roche specifying that Prothena is electing to co-Detail such Licensed Product.
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Co-Detailing Option. Subject to the terms and conditions of this Agreement, Xxxxxxx hereby grants to Cidara the option to co-detail the first Product to receive Marketing Approval with Xxxxxxx in the U.S. (the “Co-Detailing Option”). Xxxxxxx will promptly provide Cidara with access to the top line results for the Pivotal Trial, once available to Xxxxxxx. Within [***] following the date that Xxxxxxx provides such access to the top line results to Cidara, Cidara shall notify Xxxxxxx in writing of whether it requests Xxxxxxx to prepare and deliver a data package with respect to such Product (a “Co-Detailing Data Package”). The Co-Detailing Data Package will include the following information relating to the Detailing (as defined in Exhibit H) in the U.S. of such Product to the extent it is in Xxxxxxx’x possession: the anticipated level of Detailing effort required, estimated details required and estimated number of representatives required. If the Co-Detailing Data Package is requested by Cidara, Xxxxxxx will provide the Co-Detailing Data Package to Cidara within [***] after the request. Cidara may exercise the Co-Detailing Option, at its sole discretion, by written notice to Xxxxxxx, given on or before the date that is [***] after the delivery of the Co-Detailing Data Package. If Cidara exercises its Co-Detailing Option, the Parties shall negotiate in good faith to enter into a co-detailing agreement governing such co-detailing activities (the “Co-Detailing Agreement”), including [***] (which shall be [***]). The Co-Detailing Agreement shall include, without limitation, the terms set forth in Exhibit H hereto. Cidara shall not have the right to assign, sublicense, delegate or otherwise transfer its Co-Detailing Option or any of its rights or obligations under the Co-Detailing Agreement to any Third Party or in connection with a Change of Control of Cidara, except with the prior written consent of Xxxxxxx, and Xxxxxxx may terminate the Co-Detailing Option or the Co-Detailing Agreement in the event of any such assignment, sublicense, delegation or other transfer or in the event of a Change of Control by giving 30 days’ written notice an any time after the occurrence of such event; provided, however, that if a Change of Control is [***] then [***].
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Co-Detailing Option. (a) Effective following the Novartis Development Commencement Date, CTI will have the option (“Co-Detailing Option”) to obtain the right to Co-Detail the Product in the US in accordance with this Section, the terms and conditions of this Agreement and the terms and conditions of the Co-Detailing Agreement as described below. Following the Novartis Development Commencement Date, the Co-Detailing Option shall be exercisable by CTI by written notice to Novartis given at any time during the period commencing ******** and ending ******** days thereafter. In the event CTI exercises the Co-Detailing Option, CTI and Novartis or its designated Affiliate shall negotiate in good faith to enter into a Co-Detailing agreement (the “Co-Detailing Agreement”) with respect to Co-Detailing of the Product in the US, which shall contain the terms and conditions set forth in this Section 7 and such other terms and conditions as are customary for agreements of such type. (b) Novartis shall have the right to terminate the Co-Detailing Option (or CTI’s Co-Detailing activities pursuant to this Section 7 and the Co-Detailing Agreement) at any time upon written notice to CTI in the event that either CTI or any of its Affiliates becomes subject to any “corporate integrity” agreement or any other agreement, consent decree, order or obligation imposing restrictions or obligations, which restrictions or obligations are beyond those required by law in general and, as they apply to or affect CTI or Novartis or their respective Affiliates with respect to the Product, are more extensive in scope or time or otherwise, or are more restrictive than those obligations and restrictions, if any, imposed on Novartis or its Affiliates with respect to the Product independently of such aforesaid “corporate integrity” agreement or other agreement, decree, order or obligation.
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Co-Detailing Option. Company will have the option, beginning [***] after the Launch Date of the Product, to participate in the detailing of the Product in the United States. In the event that Company exercises its option under this Section 2.5, the Parties agree to enter into a separate co-detailing agreement which shall include, but not be limited to, the following terms: (a) Company shall have the right to share the detailing effort, beginning [***] after the Launch Date, once Distributor has established a total baseline for the number of details to be performed for the Product. Company shall perform a minimum of [***] percent ([***]%) to a maximum of [***] percent ([***]%) of details, based on and in addition to the total number of details established by Distributor as described above, for the Product, solely for the pediatric target audience. (b) Company shall be entitled to mutually agreed-upon detailing fees consistent with current market norms at the time of the option exercise; and (c) Distributor shall provide Company with all promotional materials (including samples, promotional materials, and other related materials) the costs of which shall be borne by Distributor. For purposes of clarity, Distributor shall have the sole responsibility (which shall be exercised reasonably in the context of implementing this Company option) for developing, implementing and controlling the overall detailing plan for the Product, other than for the Company Target Audiences, even if Company exercised its option provided in this Section 2.5.
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Co-Detailing Option. If GENE*****, If GENE elects to Co-Detail a Product in the United States and/or Canada, a Joint Sales and Marketing Committee (the "JSMC") comprised of ***** representatives each of Amgen and GENE shall be formed. Amgen shall appoint the chair of this committee and the chair shall have the casting vote in all matters where there is a disagreement between the Parties. The purpose of the JSMC is *****. Notwithstanding the above, Amgen shall, however, retain full right and responsibility for all aspects of Commercialization as set forth in Section 6.1. The JSMC shall meet ***** on reasonable written notice in person or by teleconference, or as otherwise mutually agreed by the JSMC. *****.
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Co-Detailing Option. If GENE elects to share profits in the United States and/or Canada, GENE may also elect to Co-Detail in these countries, by providing notice thereof with the notice provided under Section 6.2. If GENE elects to Co-Detail a Product in the United States and/or Canada, a Joint Sales and Marketing Committee (the “JSMC”) comprised of three (3) representatives each of Amgen and GENE shall be formed. Amgen shall appoint the chair of this committee and the chair shall have the casting vote in all matters where there is a disagreement between the Parties. The purpose of the JSMC is to coordinate and direct the sales and marketing activities of each of the Parties in the U.S. and Canada (as appropriate), including the exchange of information on Details performed by the Parties, which information shall include the physicians Detailed, the number of such Details and the Position of such Details, broken down by sales force and by physician specialty, in accordance with Exhibit Y. Notwithstanding the above, Amgen shall, however, retain full right and responsibility for all aspects of Commercialization as set forth in Section 6.1. The JSMC shall meet once every Calendar Quarter on reasonable written notice in person or by teleconference, or as otherwise mutually agreed by the JSMC. The presence of at least one JSMC member of each of the Parties (or their designees) shall be required for the JSMC to validly hold a meeting; provided however, neither Party shall use this requirement to delay a decision by the JSMC.
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Co-Detailing Option 
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Related to Co-Detailing Option

  • Pre-Closing Option Provided that the Recipient satisfies the terms and conditions of this Agreement, Recipient may elect to have Funds delivered by the OPWC to the Title Agent prior to Closing, subject to the terms and conditions of this Agreement and the Escrow Agreement. Recipient shall make such election, if at all, by delivering to the OPWC a Disbursement Request Form and Certification in the form of Appendix E to this Agreement (the "Disbursement Request"), which shall identify the Title Agent as payee and shall be delivered after the Recipient's receipt of a Notice to Proceed and not more than sixty (60) days prior to Closing. The OPWC shall then deliver to the Title Agent Funds to be disbursed under this Agreement for the land acquisition, which Funds may be held, together with the Matching Funds, in an account subject to the terms and conditions of the Escrow Agreement. Any interest that accrues thereon shall be used by the Recipient for settlement costs. If the interest paid on such escrow account exceeds the settlement costs to be paid by the Recipient, then such funds shall be applied to the Cost of Project. If all of the conditions to the release of Funds set forth in the Escrow Agreement have been satisfied, the Title Agent shall release the escrowed Funds at Closing and apply the same to the land acquisition costs in accordance herewith and the settlement statement executed and delivered at the Closing. After Closing, the Recipient may request additional disbursements of Funds available under this Agreement relating to the land acquisition, including costs incurred in connection with appraisal of the Land, closing costs, title search, environmental assessments and other eligible costs. Within sixty (60) days of Closing, the Recipient shall deliver to the OPWC, or shall cause the Title Agent to deliver to the OPWC, a copy of the recorded Deed Restrictions and deed, or other instrument appropriate for the interest in the Land, and the executed settlement statement. If the Recipient does not close within thirty (30) days of disbursement, the Recipient must contact the OPWC immediately.

  • Data for Option W1 W1.1 The Adjudicator the person selected from the ICE-SA Division (or its successor body) of the South African Institution of Civil Engineering Panel of Adjudicators by the Party intending to refer a dispute to him. (see xxx.

  • Over Allotment Option (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to _____ shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

  • Our Option If we give you written notice within 30 days after we receive your signed, sworn proof of loss, we may repair or replace any part of the damaged property with material or property of like kind and quality.

  • Manner of Exercising Option (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

  • Option 2 Employees may choose to enroll in the Cigna Open Access Plus In Network (OAPIN) plan that allows for in network coverage only. The employee price tag will be 14% of the annual premium through December 31, 2016 according to the schedule in Appendix B-1, (15% for those hired on or after January 1, 2013); 15% as of January 1, 2017; and 15% as of January 1, 2018 through December 31, 2021. Beginning January 1, 2013 through December 31, 2021, the prescription co-pay structure shall be as follows: Cigna OAPIN: Retail – up to a 30 day supply - $10 for generic; $20 for formulary; $35 for non- formulary; Mail Order: - 90 day supply of maintenance prescriptions - $20 for generic; $40 for formulary; $70 for non- formulary. Also, the hospital emergency room co-pay will be $50 per visit and is waived if admitted.

  • Top-Up Option (a) Subject to Sections 1.04(b) and 1.04(c), the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Method of Exercising Option Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

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