Development and Commercialization Partner Clause Samples

Development and Commercialization Partner. In the event that Renovis decides to partner with a Third Party for the development or commercialization of a Renovis Product for which an IND Opt-in no longer exists, Renovis shall notify Genentech of such decision, and Genentech shall have the first right to be Renovis’ partner for the development and commercialization of that Renovis Product in the Renovis Field. Along with such notice, Renovis shall provide Genentech with summary information and data about such Renovis Product reasonably sufficient to evaluate the efficacy and safety of such Renovis Product. Genentech shall have forty-five (45) days from the date of receipt of such notice and such information and data to give Renovis written notice that Genentech desires to develop and commercialize the Renovis Product(s) and to propose the financial and other general terms upon which Genentech would enter into such a development and commercialization collaboration. For a period of sixty (60) days, the Parties shall negotiate in good faith to reach agreement on commercially reasonable terms and conditions (as is consistent with prevailing industry standards for comparable partnerships) of such a development and commercialization collaboration. If the Parties are unable to agree upon such terms in the allocated time, Renovis shall have one hundred eighty (180) days thereafter to enter into an agreement with a Third Party upon terms, considered as a whole, materially no less favorable to Renovis than those last offered by Genentech in such negotiations. If Renovis has not entered into such an agreement within said one hundred eighty (180) day period, Renovis shall not thereafter enter into an agreement with a Third Party to develop and commercialize such Renovis Product without providing Genentech with the first right as described above.