Continuation Election Notice Clause Samples
A Continuation Election Notice clause defines the process by which a party formally notifies the other party of its decision to continue with an agreement or specific contractual arrangement. Typically, this clause outlines the required method and timing for delivering such notice, such as providing written notification within a set period before the agreement would otherwise expire or terminate. Its core practical function is to ensure both parties are clearly informed about the intention to extend or maintain the contractual relationship, thereby preventing accidental lapses or misunderstandings regarding the agreement's status.
Continuation Election Notice. The term “
Continuation Election Notice. In the case of termination by Pieris for breach by Roche (Section 19.3.1) or in case of voluntary termination by Roche (Section 19.3.3), if Pieris desires to continue development and/or commercialization of Product(s), Pieris shall give a Continuation Election Notice to Roche within [***] of receipt of Pieris’ or Roche’s notice of termination, as applicable, and pay [***] Swiss francs (CHF [***]) within [***] after receipt of respective invoice from Roche. If Roche receives such a timely Continuation Election Notice, and to the extent reasonably requested by Pieris:
Continuation Election Notice. In the case of termination by Pieris for breach by Roche (Section 19.3.1) or in case of voluntary termination by Roche (Section 19.3.3), if Pieris desires to continue development and/or commercialization of Product(s), Pieris shall give a Continuation Election Notice to Roche within [***] of receipt of Pieris’ or Roche’s notice of termination, as applicable, and pay [***] Swiss francs (CHF [***]) within [***] after receipt of respective invoice from Roche. If Roche receives such a timely Continuation Election Notice, and to the extent reasonably requested by Pieris:
a) At Roche’s choice, Roche shall either grant to Pieris an exclusive (with respect to the terminated territory and Product only) and royalty free license to Patent Rights only to the extent covering Inventions relating to Selected Binders that Roche received from Pieris under Section 14.2 and to the extent necessary to continue development and/or commercialization of the terminated Product in the terminated territory, or assign and transfer to Pieris such Patent Rights, free of charge. For clarity, if such Patent Rights also cover Inventions relating to Modified Binders, Products or other subject matters, the license to such Inventions shall be subject to Section 19.3.4 (b).
b) The Parties shall enter into good faith negotiations with regards to a royalty-bearing license, with the right to grant sublicenses (through multiple tiers), under intellectual property and rights owned by Roche not covered under Section 19.3.4 (a) and relating to Products [***] (for clarity, [***] are excluded from such license). Such license shall be under terms to be negotiated in good faith between the Parties, taking into account the value of such intellectual property and rights and the contribution made by Roche to the development of the Product(s) and their development stage. The good faith negotiations for a license described in this Section shall in particular address:
i. The obligation of Roche to, to the extent Roche has the right to do so, transfer to Pieris all material regulatory correspondence, filings (including all Filings) and approvals (including all Regulatory Approvals), all final pre-clinical and clinical study reports and clinical study protocols, and all data, including clinical data, in Roche’s possession or control related to Product(s) in the country useful or necessary for Pieris to continue to develop, manufacture and commercialize the Product(s). All data shall be transferred in the form a...
Continuation Election Notice. 12 1.29 Control ....................................................................................................................... 12 1.30 Cover ......................................................................................................................... 12 1.31 Dev Go Decision ....................................................................................................... 12 1.32