Co-Promotion Election Sample Clauses

Co-Promotion Election. In connection with the exercise of its Development and Commercialization Option with respect to a Licensed Product, by inclusion in the written exercise notice delivered by Codiak to Jazz, Codiak shall indicate whether it desires to co-promote such Optioned Product or not and if so, then it shall indicate what percentage (not to exceed [***]) of all sales representative activities for such Optioned Product it desires to conduct. If Codiak provides this notice, then the Parties shall promptly negotiate and enter into a reasonable, mutually agreed co-promotion agreement in respect of the applicable Optioned Product (a “Co-Promotion Agreement”) consistent with such requested percentage. Codiak and its Affiliates shall market and promote the Optioned Product solely pursuant to and in accordance with the Co-Promotion Agreement and shall otherwise not Commercialize the Optioned Product.

Co-Promotion Election. (a) Within thirty (30) days of the filing of a BLA for a Product (other than a Product as to which XOMA has Opted Out and not Opted Back In), XOMA may elect by written notice to Alexion to participate in the co-promotion of such Product in the Field in accordance with the terms of this Agreement (“Co-Promotion” or “Co-Promote”). XOMA may elect to Co-Promote on a Product-by-Product and country-by-country basis. XOMA may also elect to co-promote on an indication-by-indication basis, provided that for purposes of this provision, an individual “indication” shall mean a broad grouping of related diseases or conditions (e.g., oncology, transplantation or autoimmune diseases would each be a single “indication”). (b) In the event that (i) Gross Sales for a Product in each of three (3) consecutive years are lower than Gross Sales of such Product in each immediately preceding year for a non-External Reason (as defined below) or (ii) Gross Sales for a Product in each of six (6) consecutive quarters are lower than Gross Sales of such Product in each immediately preceding quarter for a non-External Reason, then XOMA shall again have the right to elect to Co-Promote such Product as provided in this Section 4.1, notwithstanding any previous failure to elect to do so or waiver thereof by XOMA, by delivery of written notice to Alexion. As used herein, “External Reason” means a cause outside of Alexion’s reasonable control that would be expected negatively to impact sales volumes, such as an adverse labeling change or other adverse regulatory action, expiration of significant patents or marketing exclusivity, introduction of a significant competing product or material new claims or data for a competing product, negative change in relevant third party reimbursement terms, significant supply constraints or general changes in medical practice significantly disfavoring the Product. Failure of XOMA to elect to Co-Promote as described in this Section 4.1 within thirty (30) days following receipt by XOMA of the final Gross Sales figures for such Product in such three (3) year or six (6) quarter period, as the case may be, shall act as a waiver of XOMA’s rights under this Section 4.1(b) as to such three (3) year or six (6) quarter period; provided that in the event of any such waiver, XOMA shall not be permitted to exercise its right to elect to Co-Promote as provided in this Section 4.1(b) following any of the succeeding three (3) quarters (including the quarter in which the waive...

Co-Promotion Election. Without limiting Export's right to terminate the Agreement in accordance with the terms thereof, Export shall have the right with respect to China, at any time on or after the last day of Agreement Year Five, to terminate the Agreement as it relates to China and to co-promote the Products in China with PFIZER pursuant to the terms of the International Co-Promotion Agreement, dated as of June 28, 1996 between XXXXXX-XXXXXXX and PFIZER (the "International Co-Promotion Agreement"), as amended by an Amendment dated the date hereof (the "International Co-Promotion Amendment"), and assigned to Export. Export may exercise such right by providing written notice to PFIZER at least six (6) months prior to the date on which Export desires to commence co-promoting the Products, which date shall not be earlier than the day after the last day of Agreement Year Five for China, and this Agreement shall terminate on such date.

Co-Promotion Election. (a) Unless, not later than [*] prior to the first anticipated filing of a BLA or completion of an initial analysis of the data from the clinical study forming the basis of such BLA, which ever occurs later and in each case with respect to a particular Product (other than a Product as to which XOMA has Opted Out and not Opted Back In) in the USA, the Steering Committee determines that such Product should be Commercialized in the USA entirely by or through one or more Joint Marketing/Development Partners, and provided that XOMA, at the time of such election, has in place an existing and established sales force in the USA which is already engaged in detailing one or more other XOMA products, which has experience in selling oncology products and which is of sufficient size to perform the Elected Percentage of Details, or which can be reasonably expected to be increased to such a size within a time frame consistent with the Commercialization Plan for such Product, XOMA may elect by written notice to Aphton to participate in the Co-Promotion of such Product in the Field in the USA in accordance with the terms of this Agreement. Such election shall be made by XOMA not less than [*] prior to the corresponding anticipated filing of a BLA or within [*] of the completion of the initial analysis of such clinical study data, which ever occurs later, for the applicable Product. In the event that XOMA exercises such right of election: (i) the Parties shall enter into a separate agreement relating to the Co-Promotion of such Product in the USA covering such matters as product returns, customer orders and exchange of marketing information and such other matters as are customarily found in similar agreements; (ii) the Parties' reimbursable Selling Expense in respect of each Detail shall not exceed the amount thereof approved by the Steering Committee; and (iii) XOMA shall report its Selling Expense incurred in connection with performing its Budgeted Detail Effort to Aphton on a quarterly basis within ten (10) days after the end of each calendar quarter, and such XOMA Selling Expense shall be included in the calculation of such quarter's Sales and Marketing Expenses. (b) If XOMA makes the written election referred to in Section 5.4(a), XOMA shall, at the time of such election, indicate the percentage (which percentage shall not be less than [*] percent ([*]%) nor greater than thirty percent (30%) and shall be subject to adjustment as provided in Sections 5.4(c) and (d)) of t...

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Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.
Joint Election As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.
Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.
INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING REPAYMENT OPTION Capitalized terms used and not defined herein have the meanings defined in the accompanying Repayment Election Form.
Enrollment Period Educational Support Professionals may elect to participate in the Career Transition Trust annually during a two (2) week enrollment period determined by the District, but that will occur no later than May 1st each year, provided they have met the eligibility requirements for participation in Subdivision. 2.
Special Enrollment a. KFHPWA will allow special enrollment for persons: 1) Who initially declined enrollment when otherwise eligible because such persons had other health care coverage and have had such other coverage terminated due to one of the following events: • Cessation of employer contributions. • Exhaustion of COBRA continuation coverage. • Loss of eligibility, except for loss of eligibility for cause. 2) Who initially declined enrollment when otherwise eligible because such persons had other health care coverage and who have had such other coverage exhausted because such person reached a lifetime maximum limit. KFHPWA or the Group may require confirmation that when initially offered coverage such persons submitted a written statement declining because of other coverage. Application for coverage must be made within 31 days of the termination of previous coverage. b. KFHPWA will allow special enrollment for individuals who are eligible to be a Subscriber and their Dependents (other than for nonpayment or fraud) in the event one of the following occurs: 1) Divorce or Legal Separation. Application for coverage must be made within 60 days of the divorce/separation. 2) Cessation of Dependent status (reaches maximum age). Application for coverage must be made within 30 days of the cessation of Dependent status. 3) Death of an employee under whose coverage they were a Dependent. Application for coverage must be made within 30 days of the death of an employee. 4) Termination or reduction in the number of hours worked. Application for coverage must be made within 30 days of the termination or reduction in number of hours worked. 5) Leaving the service area of a former plan. Application for coverage must be made within 30 days of leaving the service area of a former plan. 6) Discontinuation of a former plan. Application for coverage must be made within 30 days of the discontinuation of a former plan. c. KFHPWA will allow special enrollment for individuals who are eligible to be a Subscriber and their Dependents in the event one of the following occurs: 1) Marriage. Application for coverage must be made within 31 days of the date of marriage. 2) Birth. Application for coverage for the Subscriber and Dependents other than the newborn child must be made within 60 days of the date of birth. 3) Adoption or placement for adoption. Application for coverage for the Subscriber and Dependents other than the adopted child must be made within 60 days of the adoption or placement for adoption. 4) Eligibility for premium assistance from Medicaid or a state Children’s Health Insurance Program (CHIP), provided such person is otherwise eligible for coverage under this EOC. The request for special enrollment must be made within 60 days of eligibility for such premium assistance. 5) Coverage under a Medicaid or CHIP plan is terminated as a result of loss of eligibility for such coverage. Application for coverage must be made within 60 days of the date of termination under Medicaid or CHIP. 6) Applicable federal or state law or regulation otherwise provides for special enrollment.
Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.
Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).
83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.
Other Payroll Deductions Upon appropriate written authorization from the employee, the Board shall deduct from the salary of any employee and make appropriate remittance for annuities, credit union, savings bonds, insurance, or any other plans or programs approved by the parties.

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