Co-Development Option Sample Clauses

Co-Development Option. Vitae shall have the right, but not the obligation, to co-fund the global Development of one (1) Product by sharing between ten percent (10%) to twenty percent (20%) of all costs of the Phase III Studies for such Product in return for an increased royalty in accordance with Section 9.6.5(b) (the “Co-Development Option”).

Co-Development Option. If Vitae exercises its Co-Development Option with respect to a Product pursuant to Section 5.4, Vitae shall be entitled to an increased royalty rate for such Product as follows. The applicable royalty rate from the table in Section 9.6.1 shall be increased by **** per 1% of Phase III Study Development costs shared by Vitae. For example, if Vitae shares in ten percent (10%) of the Development costs for the Phase III Study for such Product, then the applicable royalty rate for each tier shall increase by **** (i.e., a **** royalty rate shall become ****). If Vitae co-funds less than ten percent (10%) of the Development costs for the Phase III Study because actual expenses exceeded BI’s budget forecast by more than ten percent (10%), then Vitae shall still be entitled to an upward adjustment in the applicable royalty rate based on its percentage share of actual Development costs for the Phase III Study (in accordance with the formula set forth in this Section 9.6.5(b)). For example, if Vitae ultimately shares in five percent (5%) of the actual Phase III Study Development costs, then the applicable royalty rate for each tier shall increase by **** (i.e., a **** royalty rate shall become ****).

Co-Development Option. With respect to each Option Candidate, at any time prior to the expiration of the applicable Option Exercise Period, Artiva may, in its sole discretion, as an alternative to exercising the Option for such Option Candidate, elect to engage with GCLC in discussions to enter into a co-development arrangement for such Option Candidate, for which GCLC shall engage and negotiate with Artiva in good faith (in which case the Option Exercise Period may be extended while the Parties are continuing to negotiate such arrangement in good faith).

Co-Development Option. ARCHEMIX shall have the option, exercisable on a one-time basis for each IL-23 Aptamer undergoing Development as a potential IL-23 Product (the “Co-Development Option”), but not the obligation, to Co-Develop any IL-23 Aptamer (within the applicable Indication and formulation and, as to the Psoriatic Diseases Co-Development Option, within the applicable Co-Development Territory(ies)), and to share a certain percentage of the Operating Income (Loss) applicable to that IL-23 Aptamer within the applicable Co-Development Territory(ies), Indication and formulation by providing written notice to ELAN, which notice shall specify the applicable potential IL-23 Aptamer, the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. applicable Co-Development Territory(ies) (as to the Psoriatic Diseases Co-Development Option) and the applicable ARCHEMIX Co-Development Percentage (the “Co-Development Option Notice”). The Co-Development Option shall only be exercised upon ARCHEMIX’ payment of the applicable Co-Development Option Exercise Fee (as defined in Section 4.11.1(b) below) either (i) with respect to each Psoriatic Diseases Co-Development Option, at any time during the period commencing on the Effective Date and ending on the Psoriatic Diseases Option Termination Date (the “Psoriatic Diseases Option Exercise Period”) or (ii) with respect to each Non-Parenteral Co-Development Option, at any time during the period commencing on the Effective Date and ending on the Non-Parenteral Option Termination Date (the “Non-Parenteral Option Exercise Period”). If such payment is timely made as provided in the previous sentence, (i) the IL-23 Aptamer that is the subject of the Co-Development Option shall thereafter be deemed to be a Co-Developed Product (within the applicable Indication and formulation and, as to the Psoriatic Diseases Co-Development Option, for the applicable Co-Development Territory(ies)) for purposes of this Agreement, (ii) ARCHEMIX shall thereafter pay to ELAN the ARCHEMIX Co-Development Percentage of all Development Costs and Commercialization Costs applicable to that Co-Developed Product, either for the Territory and relevant formulations as to the Non-Parenteral Co-Development Option or for the applicable Co-Development Territory(ies), Indications and formulations as to the Psoriatic Diseases Co-Deve...

Co-Development Option. CK shall have the right, on a Licensed Product-by-Licensed Product basis, to elect to fund a portion of the Later Stage Development Costs of such Licensed Product, all in accordance with this Section 3.4 (the "Co-Funding Option").

Co-Development Option. Silence shall have the option, subject to the agreement of the relevant terms, to co-Develop any Licensed Products and Licensed Compounds directed to a Selected Target (or if any Licensed Product is directed to more than one (1) Selected Target, then to such Selected Targets as such Licensed Product is directed to), to take effect from the Initiation of the first Phase 2 Trial of a Licensed Product directed to such Selected Target (the “Co-Development Option”). Silence may exercise the Co-Development Option by written notice to AZ to be received by AZ no later than [***] days after [***] (the “Co-Development Option Period”). On receipt of such notice by AZ, AZ and Silence shall negotiate the terms of a co-Development agreement in good faith for a period of [***] days or such longer period as Silence and AZ may otherwise agree in writing. Any such agreement shall include (i) Silence’s respective contribution to such Co-Development and (ii) any additional compensation payable by AZ in consideration of Silence’s additional Development work and/or costs incurred in such co-development of the relevant Licensed Product.

Co-Development Option. On a Pieris Designated CoDev Collaboration Product-by-Pieris Designated CoDev Collaboration Product basis, within [***] after the written acknowledgement by the Parties that PCC has been achieved (the “Consideration Period”), Pieris shall have (and Servier hereby grants to Pieris as of the Effective Date) the exclusive option (exercisable in Pieris’ sole discretion) to opt into global co-Development and Commercialization of each such Pieris Designated CoDev Collaboration Product(s) (each a “Pieris Co-Development Option”). The Parties shall use Commercially Reasonable Efforts to agree as to the updated Collaboration Plan and associated Collaboration Budget contemplated by Section 3.1.2.(b) for such Pieris Confidential Designated CoDev Collaboration Product [***] prior to the anticipated achievement of PCC. In order to exercise its option under this Section 3.1.4, Pieris shall provide Servier written notice stating its desire to opt-in with respect to the applicable Pieris Designated CoDev Collaboration Product (such notice, the “Opt-In Notice”) within the Consideration Period.

Co-Development Option. (a) Concurrently with the decision to prepare for filing with the FDA of the first IND for a Selected Compound or Product, P&G will provide Curis with a projected plan and budget for clinical development of such Selected Compound or Product for the United States through the end of Phase 2B Trials (the “Development Plan and Budget”). Curis may, in its sole discretion and upon written notice to P&G within 90 days after receipt of the Development Plan and Budget elect to co-fund Co-Development Expense with a participation level of either 20% of such costs (a “Lower Level”) or 50% of such costs (a “Shared Level”). If Curis elects to co-fund development costs for such Selected Compound or Product, either at the Lower Level or the Shared Level, then the First Phase 1 Milestone Payment and the First Phase 2B Milestone Payment shall not be payable by P&G with respect to such Selected Compound or Product. P&G shall calculate Co-Development Expense in accordance with U.S. generally accepted accounting principles, consistently applied, and consistent with generally accepted methods for activity-based project costing for similar products in the pharmaceutical industry. P&G shall invoice Curis on a quarterly basis for Curis’ portion of Co-Development Expense based upon the level that Curis has chosen to fund. Each such invoice shall be itemized and shall be due within 30 days of receipt by Curis. (b) On a Selected Compound-by-Selected Compound or Product-by-Product basis, Curis shall have the right to terminate its obligation to share Co-Development Expense at the Lower Level or the Shared Level, as applicable, for a Selected Compound or Product at any time. Curis’ decision to terminate such sharing of Co-Development Expense with respect to a Selected Compound or Product will have no effect on Curis’ right to share Co-Development Expense (or continue to share Co-Development Expense) with respect to any other Selected Compound or Product. Effective upon P&G’s receipt of written notice from Curis that Curis has elected to terminate sharing of Co-Development Expense with respect to a Selected Compound or Product, Curis’ obligation to share Co-Development Expense with respect thereto shall cease, and P&G’s milestone and royalty payment obligations under Sections 6.4, 6.5 and/or 6.6, as applicable, shall be applicable 90 days from the date of such termination of co-development activities. For purposes of clarification, no milestone payments under Section 6.4 will be due for...

Co-Development Option. On a Royalty-Bearing Product-by-Royalty-Bearing Product basis, Agenus shall have the option to co-fund Development of such Royalty-Bearing Product (the “Co-Development Option”) as follows:

Co-Development Option. In accordance with Section 2.4, [***]. Following the [***], each Party shall have a co-exclusive right during the Term hereof [***]. Within [***], and upon each anniversary thereafter, each Party shall provide the other Party with a written report describing the status, total costs incurred to date and any patent applications filed with respect to such Party’s [***]. In addition, each Party shall provide the other Party at least [***] prior written notice of any [***] for each [***], which notice shall include [***] (an “Opt-In Notice”). The Party receiving the Opt-In Notice (the “Receiving Party”) shall have a right exercisable upon written notice to the Party sending such Opt-In Notice (the “Developing Party”) within [***] following receipt of such Opt-In Notice to opt into a [***] co-development and co-funding program for such [***] (an “Opt-In Right”). If the Receiving Party elects to exercise the Opt-In Right, the Parties shall negotiate in good faith a Co-Development Agreement on commercially reasonable, industry standard terms. Such Co-Development Agreement shall include: (a) a requirement that the Receiving Party reimburse the Developing Party for fifty percent [***] of the Developing Party’s costs incurred for such [***]; (b) provisions stipulating that the Developing Party shall have [***]; and (c) a decision-making mechanism that includes (i) a joint steering committee made up of equal numbers of representatives from each Party, (ii) a dispute resolution process providing for escalation of disputes to each Party’s Chief Executive Officer, with the Chief Executive Officer of the Developing Party with third party alternative dispute resolution having the final decision to resolve any deadlocks. If the Receiving Party does not exercise its Opt-In Right within the [***] period, then the Opt-in Right shall expire and the Developing Party shall have the sole right to [***] without any involvement from the Receiving Party; provided that if the Developing Party does not [***] within [***] after the Opt-In Right expires, then the Opt-in Right shall be reinstated on the terms provided herein prior to the [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. date that the Developing Party does [***] for [***]; and provided further that if [***] and [***], then SG shall [***] and the [***]. Notwithstanding anyth...