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.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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 48 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 [***].
Sample 1
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:
Sample 1
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. *****.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
Co-Detailing Option 
Sample 1Sample 2

Related to Co-Detailing Option

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Development and Regulatory Milestones With respect to each of the following milestones, Ikaria shall pay BioLineRx the corresponding payment set forth below within [**] days after the achievement by Ikaria, its Affiliates or Licensees of such milestone: MILESTONE PAYMENT

  • Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.

  • Milestone Event Milestone Payment [***] [***]

  • Sales Milestone Payments As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain will pay to Daiichi Sankyo the following payments upon the first achievement of the following levels of aggregate annual Net Sales of all Products by Rain, its Affiliates, and its Sublicensees. If two or more sales milestone events are achieved in the same [***], then Rain shall pay to Daiichi Sankyo all of the applicable milestone payments achieved in such [***]. Rain shall deliver written notice to Daiichi Sankyo within [***] after the end of the [***] in which a sales milestone threshold described in this Section 5.3 is achieved for the first time. Aggregate annual Net Sales of all Products shall be calculated based on Net Sales for each Calendar Year. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount corresponding to the applicable sales milestones event. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. Milestone Event Payment Amount Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ]

  • Product Supply The Parties shall reasonably cooperate and assist each other in transferring ownership of Product drug product and/or Product drug substance (such material, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. collectively, the “Product Lots”) set forth in Exhibit A attached hereto as promptly as reasonably practicable following the Effective Date; provided, however, that neither Party shall be required to pay money to any Third Party, commence any litigation with, or offer or grant any accommodation (financial or otherwise) to any Third Party. Such Product Lots shall be delivered EXW (Ex Works) (Incoterms 2010) AMGEN, Thousand Oaks, California. Any expense for shipment shall be borne by AKERO (including any import or export duties or taxes). Subject to the terms of this Section 5.4 and Section 6.2 (Additional AMGEN Warranties), AMGEN transfers the Product Lots to AKERO “as is”, and makes no other representation to AKERO in connection therewith. The Parties have entered into a Quality Agreement substantially in the form attached hereto as Exhibit F, dated as of the date hereof, governing the quality of the Product Lots to be supplied pursuant to this Section 5.4. For the avoidance of doubt, Product Lots consisting of drug product as set forth in Exhibit A supplied pursuant to this Section 5.4 shall be labeled for their intended clinical use as set forth in Exhibit A and the labeling of any Product drug product manufactured after the Effective Date shall be the responsibility of AKERO. Except for the Licensed Materials and such Product Lots to be transferred to AKERO, AKERO shall be responsible for, and shall bear the cost of, obtaining (whether by manufacturing or causing to be manufactured) research, clinical and commercial supplies of the Product. From and after the Effective Date, AKERO shall be responsible for all costs and expenses in connection with the storage of, and any stability studies performed on, the Product Lots.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Combination Product The term “

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!