Common use of Co-Detailing Option Clause in Contracts

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.

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 up to two (2) Licensed Product Products (other than Combination Products) in the U.S. for all approved IBD Indications, as further described in this Section 5.6.2 (the “Co-Detailing Option”). Protagonist shall have the right to exercise the Co-Detailing Option independently with respect to the Initial Product and each 2nd Generation Product that Xxxxxxx Commercializes, but for no more than two (2) Licensed ​ ​ Products total. Notwithstanding the foregoing, (i) if Protagonist does not exercise the Co-Detailing Option with respect to the first Licensed Initial 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 Initial Products and this Section 5.6.2 shall become null and voidvoid with respect to the Initial Products, and (ii) if Protagonist does not exercise the Co-Detailing Option with respect to a particular 2nd Generation Product for which Xxxxxxx delivers top-line results in accordance with Section 5.6.2(c), then the Co-Detailing Option shall no longer apply to such 2nd Generation Product and this Section 5.6.2 shall become null and void with respect to such 2nd Generation Product. If Protagonist exercises the Co-Detailing Option with respect to two or more (2) 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 for all approved IBD Indications, nor more than thirty percent (30%) of the Details for any such Licensed ProductProduct for all approved IBD Indications. 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.

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 Products (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”). Protagonist shall have the right to exercise the Co-Detailing Option independently with respect to the Initial Product and each 2nd Generation Product that Xxxxxxx Commercializes. Notwithstanding the foregoing, (i) if Protagonist does not exercise the Co-Detailing Option with respect to the first Licensed Initial 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 Initial Products and this Section 5.6.2 shall become null and voidvoid with respect to the Initial Products, and (ii) if Protagonist does not exercise the Co-Detailing Option with respect to a particular 2nd Generation Product for which Xxxxxxx delivers top-line results in accordance with Section 5.6.2(c), then the Co-Detailing Option shall no longer apply to such 2nd Generation Product and this Section 5.6.2 shall become null and void with respect to such 2nd Generation Product. 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 [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. an Affiliate of Protagonist), unless Xxxxxxx otherwise consents, which consent may be withheld in Xxxxxxx’x sole discretion.