Development and Commercialization Option Sample Clauses
Development and Commercialization Option. Rib-X hereby grants to Sanofi an exclusive right, but not the obligation, exercisable during the Research Term to acquire from Rib-X the license set forth in Section 4.2.1 with respect to each Candidate Compound, subject to the terms and conditions of this Agreement (each, a “Development and Commercialization Option”). Each Development and Commercialization Option will be exercisable as to a particular Candidate Compound during the Research Term. In the event Sanofi elects to exercise its Development and Commercialization Option as to a particular Candidate Compound, Sanofi will, no later than the close of business on the last day of the Research Term, deliver to Rib-X (i) a written notice specifying that Sanofi has elected to exercise its Development and Commercialization Option as to such Candidate Compound (the “Option Exercise Notice”) and (ii) payment in full of the Option Exercise Fee for such Candidate Compound. In addition, for each Candidate Compound as to which Sanofi has exercised its Development and Commercialization Option under the preceding sentence, Sanofi will be entitled to designate two Back-up Compounds to such Candidate Compound to include as Licensed Compounds, such designation to be made by written notice given to Rib-X at any time during the Research Term or Follow-on Period. For the sake of clarity, no additional Option Exercise Fee will be due for the [***] ([***]) designated Back-up Compounds to a Candidate Compound as to which Sanofi exercises its Development and Commercialization Option, and these [***] ([***]) designated Back-up Compounds will be treated as Licensed Compounds as long as the Option Exercise Fee Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. has been paid with respect to the corresponding Candidate Compound. The date, if any, on which Sanofi has properly exercised its Development and Commercialization Option in accordance with the preceding sentence will be the “Option Exercise Date” for such Licensed Compound for purposes of this Agreement. On the Option Exercise Date, the License Term will be deemed to have commenced as to the relevant Licensed Compounds. In addition to the rights set forth above in this Section 2.8, during the [***] of the Research Term, all Target Compounds shall be...
Development and Commercialization Option. For up to two of the Licensed Products, on a Licensed Product-by-Licensed Product basis, Codiak is hereby granted the option (the “Development and Commercialization Option”), exercisable by written notice to Jazz at any time on or before the [***] after the FDA’s Positive Response with respect to such Licensed Product, to elect to participate in the further Development of such Licensed Product for the Shared Territory as set forth herein. Notwithstanding the foregoing, Codiak’s Development and Commercialization Option shall be deemed not exercised in respect of a Licensed Product if Jazz notifies Codiak within [***] of receipt of such notice from Codiak that Jazz is exercising its veto right with respect to such Licensed Product, which right may be exercised by Jazz with respect to only one Licensed Product. If (a) Codiak exercises a Development and Commercialization Option in respect of a Licensed Product and (b) Jazz does not exercise its veto right with respect to such Licensed Product, then such Licensed Product shall be an “Optioned Product” for all purposes hereunder.
Development and Commercialization Option. Pursuant to the binding notice referenced in Section 7.2 above, VERTEX shall elect one of the following options with respect to each Subsequent Candidate and Second Opportunity Candidate:
Development and Commercialization Option. 32 ARTICLE VIII -- INTELLECTUAL PROPERTY...................................36
8.1 Patentable Inventions and Know-How..............................36 8.2 Infringement Claims by Third Parties............................37 8.3 Infringement Claims Against Third Parties.......................39 8.4