dBetaH Inhibitors Sample Clauses

dBetaH Inhibitors. With respect to the Tier 3 Program directed to dBetaH inhibitors, Synosia shall pay to Roche a license maintenance fee of [*****] due and payable either (i) by [*****], or (ii) if any clinical trial of a Tier 2 Product is ongoing as of such date, then by the earlier of (x) [*****]. The license maintenance fee with respect to the Tier 2 Program or any Tier 3 Program shall be payable either entirely in cash or entirely in preferred stock of Synosia Therapeutics Holding Ltd. (the “Synosia Holding”), as determined in accordance with this paragraph. Each such license maintenance fee will be payable entirely in cash, unless Roche notifies Synosia in writing, no later than ten (10) business days before the date upon which such license maintenance fee becomes due hereunder, that Roche wishes to have such license maintenance fee be payable in preferred stock of Synosia Holding. Synosia shall notify Roche in writing of the price per share of Synosia Holding preferred stock issuable to Roche and the valuation of Synosia Holding preferred stock on a fully diluted basis on a date selected by Synosia that is at least thirty (30) but no more than forty (40) business days prior to the date on which such license maintenance fee is due and payable (such date being hereinafter referred to as the “Valuation Date” for such license maintenance fee). The number of shares of Synosia Holding preferred stock issuable to Roche in any such instance (the “Roche Shares”) shall be determined by dividing the Swiss Franc equivalent of [*****], based on the average of the rates of exchange reported in The Wall Street Journal, Eastern U.S. Edition, on the ten (10) business days immediately preceding the date the applicable license maintenance fee is due, by the applicable amount set forth below:
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Related to dBetaH Inhibitors

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  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

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