Co-Promote Option Sample Clauses

Co-Promote Option. (a) In addition to its other reporting obligations under this Agreement, AstraZeneca shall provide to Ardelyx a final report (a “Phase 3 Clinical Study Report”) (i) from the first Phase 3 Clinical Trial Development for the first Licensed Product for the first indication for which such Phase 3 Clinical Trial Development is Completed and (ii) thereafter, if Ardelyx has exercised the Co-Promote Option as set forth below, from any Phase 3 Clinical Trial Development that is subsequently conducted for such Licensed Product for any additional indication and that is Completed within [***] after the date upon which the Phase 3 Clinical Trial Development described in subsection (i) above is completed. Each such Phase 3 Clinical Study Report shall be delivered within thirty (30) days after the date of Completion of the relevant Phase 3 Clinical Trial Development. (b) Ardelyx shall have the option to elect to participate in the marketing and promotion of the Licensed Product (referred to in subsection (a) above) in the U.S. Territory, as set forth below in this Article 7 and subject to a separate Co-Promote Agreement to be executed pursuant to Section 7.8(b) (the “Co-Promote Option”). Ardelyx shall have the right to exercise the Co-Promote Option in respect of such Licensed Product for the first indication for which Phase 3 Clinical Trial Development has been Completed as described in subsection (a) above, by providing to AstraZeneca, within thirty (30) days after its receipt of the Phase 3 Clinical Study Report, a written notice of its election to do so. Ardelyx shall further, if it has exercised the Co-Promote Option for such first indication in a timely manner, have the right to exercise the Co-Promote Option for any additional indication of such Licensed Product in respect of which Phase 3 Clinical Trial Development has been Completed within [***] after the date of the Completion of Phase 3 Clinical Trial Development for the first indication, by providing to AstraZeneca a written notice of its election to do so within [***].
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Co-Promote Option. If FMI seeks to promote a CDx (as defined in the Collaboration Agreement) for a Genentech therapeutic in the US, then FMI shall first notify Genentech in writing and offer to Genentech […***…]. Genentech shall have […***…] from the receipt of such notice from FMI to provide FMI with […***…]. If at the end of such […***…] period Genentech has not provided FMI with written notice […***…], then FMI shall have no further obligation with respect to […***…]. If Genentech properly […***…], then the Parties shall […***…]. Notwithstanding the foregoing, FMI shall have the right to promote such product alone, at any time during such […***…], and following such […***…] period, in combination with one or more Third Parties. In addition to the provisions surviving under Section 9.4, this Section shall survive the expiration or termination of this Agreement for so long as the CDx Development Program (as defined in the Collaboration Agreement) remains in effect, except in the case of termination by FMI for Genentech’s material breach.
Sample 1Sample 2
Co-Promote Option. For each NextGen Product, Arcellx shall have the option to designate such NextGen Product as a Co-Promote Product by providing written notice to Kite thereof (“Co-Promote Option”) any time prior to [***] days after Arcellx’s receipt of the first Phase 1 Clinical Study Report for such NextGen Product and a proposed Core Development Plan and Core Development Budget for such NextGen Product that includes all Development activities to be conducted until receipt of the first approval of a BLA in the Field in the U.S. for such NextGen Product and good faith estimates for the Development Costs that would be incurred in performance of such activities that reflects Xxxx’s internal planning and budget projections. Kite shall provide the Phase 1 Clinical Study Report and proposed Core Development Plan and Core Development Budget to Arcellx and the DWG promptly following completion of the first Phase 1 Clinical Study Report for such NextGen Product and in any event, no more than [***] months after the last dosing of the last patient in such Phase 1 Clinical Study for the applicable NextGen Product. Promptly following Arcellx’s exercise of its Co-Promote Option with respect to the applicable NextGen Product, the JSC shall approve the proposed Core Development Plan and Core Development Budget for such NextGen Product, including any changes to the proposed Core Development Plan and Core Development Budget mutually agreed by the Parties.
Sample 1
Co-Promote Option. If (i) at any time following one (1) year after Regulatory Approval of a Current Product in the Field in the U.S., neither Aqua, any Affiliate thereof, nor any Sublicensee of either of the foregoing, in all three cases, directly or through one or more Third Party contract sales representative, has sales representatives actively engaged in using Commercially Reasonable Efforts to market and promote a Current Product and, if already launched, a Line Extension Product (for the purposes of this Section, the “Co-promoted Products”) in a particular state of the United States, including through the use of details and sales calls, or (ii) total gross sales of Co-promoted Products in the U.S. are less than $[*] as measured through the end of the second (2nd) complete Calendar Year following the Calendar Year in which First Commercial Sale occurs in the U.S., Athenex shall have the right, itself or through its Affiliates or one or more Third Party contract sales representatives, and subject to approval by the Joint Steering Committee, to co-promote Co-promoted Products in the Field in the case (i) above, in the specific state of the U.S. where neither Aqua, its Affiliate, their Sublicensees, directly or through one or more Third Party contract sales representative, have sales representatives actively engaged in marketing and promoting Co-promoted Products and, in the case (ii) above in the entire U.S. territory, by providing written notice to Aqua at least one hundred eighty (180) days in advance of Athenex’s planned commencement of such co-promote activities; provided, however that if Athenex provides such notice and the Joint Steering Committee agrees to permit such co-promotion Athenex and Aqua shall use good faith Commercially Reasonable Efforts to enter into a reasonable and customary co-promotion agreement containing the terms to be agreed, including among others that (x) Aqua shall at all times provide (or ensure that its Affiliates and/or its or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. their Sublicensees provide) Athenex with a complete and accurate list of all FDA-approved, branded Co-promoted Products and their approved indications and (y) Aqua shall pay to Athenex, as elected by Aqua and set forth in the applicable co-promotion agreement between the Parties, either (yi) fifty percent (50%) of the profit on the specific units of the Co-promoted Products co-promoted by Athenex itself, its Affiliate...
Sample 1
Co-Promote Option. Adolor shall have an option (the “Co-Promote Option”) on a Licensed Product-by-Licensed Product basis to Detail such Licensed Product to mutually-agreed upon physicians (“Adolor Targets”) in the United States. If the Parties are unable to agree upon the Adolor Targets for a specific Calendar Year, and such dispute is not resolved by the USCC pursuant to Section 4.3.6, or otherwise pursuant to the procedures set forth in Section 4.1.4, then the Pfizer Executive shall not have the final decision-making authority with respect to establishing such Adolor Targets; provided, however, that no less than ** of Adolor’s Detail Requirement for such Calendar Year shall be delivered to the physicians included in the Target Audience. Any Details to physicians who are not members of the Target Audience in excess of ** of Adolor’s Detail Requirement for such Calendar Year shall not count as Details when determining whether Adolor is a Shortfall Party under Section 6.11.
Sample 1
Co-Promote Option. MacroGenics, at its discretion, on or prior to the Co-Promote Option Deadline may elect to co-promote the Products in the U.S. jointly with Takeda, as described in this Section 7.3 (the “Co-Promote Option”). Within approximately [***] after the database lock for the first Phase III Trial in a Primary Indication, Takeda shall deliver to MacroGenics a non-binding projection of the planned commercialization activities in the U.S., including a timeline and a budget for such activities (the “Co-Promote Materials”). After delivery of the Co-Promote Materials, but prior to the Co-Promote Option Deadline, upon MacroGenics’ reasonable request, Takeda shall promptly make available to MacroGenics: (i) its employees and consultants who performed the activities on behalf of Takeda in preparation of the Co-Promote Materials; and (ii) any additional Information or data under Takeda’s possession or control related to the Compounds or the Products that is reasonably useful in evaluating the Co-Promote Materials. MacroGenics may exercise such Co-Promote Option by delivering written notice thereof to Takeda no later than the Co-Promote Option Deadline. If the Co-Promote Option Deadline shall pass without Takeda receiving MacroGenics’ notice under this Section 7.3 that it has exercised the Co-Promote Option, the Co-Promote Option shall immediately and permanently expire. For purposes of clarity, [***] of the Co-Promote Option shall not affect the [***].
Sample 1
Co-Promote Option. (i) For the first Licensed Product for which a Drug Approval Application is filed for in the United States, ATI shall have an option (the “Co-Promote Option”) to Co-Promote such Licensed Product, and all other Licensed Products containing the same Licensed Compound as such Licensed Product (collectively, the “Co-Promotion Products”), to the Co-Promotion Target Audience in the Co-Promotion Territory. (ii) ATI may exercise the Co-Promote Option by providing written notice to BMS at any time subsequent to the filing of a Drug Approval Application for such first Licensed Product until thirty (30) calendar days after such Drug Approval Application is accepted by the FDA for such first Licensed Product. At any time before the end of such thirty (30) calendar day period, BMS shall meet and discuss with ATI the Co-Promotion plan proposed by BMS (the “Co-Promotion Plan”), ATI’s obligations thereunder, and the likely compensation to ATI for its Co-Promotion efforts. (iii) If ATI exercises the Co-Promote Option before the end of such thirty (30) calendar day period for such Licensed Product, ATI and BMS shall promptly negotiate in good faith and enter into an agreement (a “Co-Promotion Agreement”), which agreement shall contain the following material terms as well as other customary and commercially reasonable terms: (1) BMS shall be responsible for [ ** ] ATI’s involvement as specified in this
Sample 1
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Co-Promote Option. With respect to any Collaboration Product, Prime will also have an option to Co-Promote such Collaboration Product in the Collaboration Territory (“Co-Promote Option”). If Prime desires to exercise its Co-Promote Option with respect to a Collaboration Product, it shall inform Xxxx in writing no later than [***] and the Parties shall enter into a Co-Promotion Agreement in accordance with Section 7.6. The scope of Prime’s co-detailing activities will be set forth in the Co-Promotion Agreement.
Sample 1

Related to Co-Promote Option

  • Alternate Option If the dates designated by Developer are acceptable to Connecting Transmission Owner, the Connecting Transmission Owner shall so notify Developer and NYISO within thirty (30) Calendar Days, and shall assume responsibility for the design, procurement and construction of the Connecting Transmission Owner’s Attachment Facilities by the designated dates. If Connecting Transmission Owner subsequently fails to complete Connecting Transmission Owner’s Attachment Facilities by the In-Service Date, to the extent necessary to provide back feed power; or fails to complete System Upgrade Facilities or System Deliverability Upgrades by the Initial Synchronization Date to the extent necessary to allow for Trial Operation at full power output, unless other arrangements are made by the Developer and Connecting Transmission Owner for such Trial Operation; or fails to complete the System Upgrade Facilities and System Deliverability Upgrades by the Commercial Operation Date, as such dates are reflected in Appendix B hereto; Connecting Transmission Owner shall pay Developer liquidated damages in accordance with Article 5.3, Liquidated Damages, provided, however, the dates designated by Developer shall be extended day for day for each day that NYISO refuses to grant clearances to install equipment.

  • 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.

  • EXCLUSIVITY OF OPTION This Option to Purchase Agreement is exclusive and non-assignable and exists solely for the benefit of the named parties above. Should Buyer/Tenant attempt to assign, convey, delegate, or transfer this option to purchase without the Seller/Landlord’s express written permission, any such attempt shall be deemed null and void.

  • Priority on Piggyback Registrations (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

  • Period of Option Unless the Option is previously terminated pursuant to this Agreement, the term of the Option and this Agreement shall commence on the Date of Grant and shall terminate upon the tenth anniversary of the Date of Grant. Upon termination of the Option, all rights of the Optionee (including, without limitation, his or her guardian or legal representative) hereunder shall cease.

  • Dilutive Rights Offering In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred (or securities having the same rights, privileges and preferences as the Series A Preferred (“equivalent preferred stock”)) or securities convertible into Series A Preferred or equivalent preferred stock at a price per share of Series A Preferred or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred or equivalent preferred stock) less than the then current per share market price of the Series A Preferred (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Term of Option This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

  • Treatment of Expired Options and Unexercised Convertible Securities If, in any case, the total number of shares of Common Stock issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.

  • Duration of Option The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the "Exercise Term"); provided, however, that the Option may be earlier terminated as provided in Section 6 hereof.

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