Consequences of Opt-Out Clause Samples
The "Consequences of Opt-Out" clause defines what happens when a party chooses to opt out of a particular agreement, provision, or process. Typically, this clause outlines the specific rights, obligations, or penalties that arise as a result of opting out, such as the loss of certain benefits, the imposition of fees, or the need to provide written notice. For example, if a party opts out of a data sharing arrangement, they may forfeit access to certain services or information. The core function of this clause is to clarify the practical and legal effects of opting out, ensuring that all parties understand the implications and can make informed decisions.
Consequences of Opt-Out. In the event BioNTech exercises its Opt-Out (or a Deemed Opt-Out occurs pursuant to Section 8.5.3), then starting with the Opt-Out Commencement Date, (a) Net Profits/Net Losses shall no longer be shared by the Parties pursuant to Section 8.4, and (b) Shared Development Costs shall no longer be shared by the Parties pursuant to Section 8.2.2, Section 8.2.6 and Section 8.2.7. Instead, BioNTech shall receive as its sole future financial consideration, royalty payments on Net Sales of Royalty Products pursuant to Section 8.6. In addition, effective as of the Opt-Out Commencement Date, the consequences set forth in Sections 2.18, 6.5.5 and 7.3 shall become effective immediately, and BioNTech shall become solely responsible for any Existing Third Party In-License Agreement Royalty Payments, and, unless otherwise agreed in writing between the Parties, BioNTech shall cease all its activities under the Research Plan and all its Party Development Activities (to the extent permitted by Applicable Law) and transfer to Genentech all data and other Know-How created in connection with the Party Development Activities and activities under the Research Plan or the CMC Development Plan in BioNTech’s possession and not previously transferred to Genentech pursuant to Section 2.19.
Consequences of Opt-Out. (a) The Opt-Out Party’s obligations and rights to Co-Develop and Co-Commercialize a particular Opt-Out Product shall terminate upon the applicable Opt-Out Effective Date, and the Opt-Out Party shall have no liability for Development Costs or Commercialization Costs incurred by the Non-Opt-Out Party in respect of the Opt-Out Product(s) following the Opt-Out Effective Date, provided, however, that the Opt-Out Party shall remain liable for its share of (i) [ * ] for all [ * ] for the [ * ] that were [ * ] to the [ * ] to the extent that such [ * ] for such [ * ] by [ * ] the [ * ] therefor in the [ * ] that was [ * ] on the [ * ], (ii) all other [ * ] and all [ * ] with respect to the [ * ] the [ * ] in accordance and consistent with the [ * ] or [ * ], as applicable and [ * ], and (iii) all [ * ], including [ * ] and [ * ], [ * ] in connection with [ * ] and [ * ] under Section [ * ], to the extent related to [ * ], [ * ], [ * ] or [ * ] of the applicable [ * ] within the Field anywhere in the Territory [ * ] the [ * ] and [ * ] the [ * ] [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. for such activities for which [ * ] is [ * ] under Section [ * ] or Section [ * ] and to the extent provided in Section [ * ].
(b) The Non-Opt-Out Party may, in its sole discretion, elect to continue the Development and Commercialization of the Opt-Out Product by notice (the “Pursuit Notice”) to the Opt-Out Party. If the [ * ] does not [ * ] a [ * ] with respect to [ * ] within [ * ] following the [ * ] of the [ * ], the [ * ] shall not [ * ] to [ * ] the [ * ] and [ * ] of the [ * ] and the [ * ] to the [ * ] shall [ * ] with respect to that [ * ]. Notwithstanding the foregoing, if a Party is deemed to have exercised its Opt-Out Option pursuant to Section 14.2(b), then the Non-Opt-Out Party shall be deemed to have provided a Pursuit Notice to the Opt-Out-Party by providing a written notice of continuation of the Agreement pursuant to Section 14.2(b). If the Non-Opt-Out Party delivers a Pursuit Notice with respect to an Opt-Out Product [ * ] such [ * ] or is deemed to have delivered such Pursuit Notice, such Opt-Out Product shall become a Royalty Product, and:
(i) the Non-Opt-Out Party shall be solely responsible, at its sole cost and expense (except for those costs for which the Op...
Consequences of Opt-Out. (a) The Opt-Out Party’s obligations and rights to Co-Develop and Co-Commercialize a particular Opt-Out Product shall terminate upon the applicable Opt-Out Effective Date, and the Opt-Out Party shall have no liability for Development Costs or Commercialization Costs incurred by the Non-Opt-Out Party in respect of the Opt-Out Product(s) following the Opt-Out Effective Date, provided, however, that the Opt-Out Party shall remain liable for its share of [*].
(b) The Non-Opt-Out Party may, in its sole discretion, elect to continue the Development and Commercialization of the Opt-Out Product by notice (the “Pursuit Notice”) to the Opt-Out Party. [*]. Notwithstanding the foregoing, if a Party is deemed to have exercised its Opt-Out Option pursuant to Section 14.2(b), then the Non-Opt-Out Party shall be deemed to have provided a Pursuit Notice to the Opt-Out-Party by providing a written notice of continuation of the Agreement pursuant to Section 14.2(b). If the Non-Opt-Out Party delivers a Pursuit Notice with respect to an Opt-Out Product [*] or is deemed to have delivered such Pursuit Notice, such Opt-Out Product shall become a Royalty Product, and:
(i) the Non-Opt-Out Party shall be solely responsible, at its sole cost and expense (except for those costs for which the Opt-Out Party remains responsible pursuant to Section 7.5(a)) for the Development of such Royalty Product, the preparation and filing of Regulatory Materials for such Royalty Product, the receipt of Regulatory Approval for such Royalty Product, and the Commercialization of such Royalty Product, in each case in the Field in the Territory. The Non-Opt-Out Party shall use Diligent Efforts to Develop and obtain Regulatory Approval for Royalty Products and to Commercialize such Royalty Products in the Field in the Major Market Countries;
(ii) the Non-Opt-Out Party will inform the Opt-Out Party of the status of the Non-Opt-Out Party’s Development and Commercialization of Royalty Products through [*] progress reports submitted in writing to the Opt-Out Party, provided that if the Opt-Out Party remains responsible for the costs [*] pursuant to Section 7.5(a), the Non-Opt-Out Party shall additionally provide [*] reports and invoices with respect to such [*];
(iii) the Opt-Out Party shall provide reasonable consultation and assistance during a period of [*] following the Opt-Out Party’s receipt of the Pursuit Notice or written notice of continuation of the Agreement pursuant to Section 14.2(b), (“Transition ...
Consequences of Opt-Out