Development Election Sample Clauses
A Development Election clause allows one or more parties in an agreement to formally choose to proceed with a development phase or project under specified conditions. Typically, this clause outlines the process for making the election, such as providing written notice within a certain timeframe, and may detail the consequences or obligations that arise once the election is made, such as funding commitments or project milestones. Its core practical function is to provide a clear mechanism for transitioning from a preliminary or planning stage to active development, ensuring all parties understand when and how the project will move forward.
Development Election. During the Research Program Term and the Washout Period, Merck shall have the exclusive right to select Compounds for further development and commercialization. The JRC will notify Merck each time a Compound meets the Development Candidate Criteria. The notice will be accompanied by the Development Information with respect to that Development Candidate. Merck may exercise its Development Election and accept the Development Candidate as a Product Candidate by delivery to Vertex, within [***] after receipt by Merck of the Development Information, of an exercise notice specifying the Development Candidate as to which the Development Election is being exercised. Notwithstanding the foregoing, if Merck shall at any time commence a Phase I Clinical Trial on a Compound without having formally exercised its Development Election, Merck shall be deemed to have exercised its Development Election with respect to such Compound.
Development Election. (a) NOVARTIS shall have the exclusive right (the "Development Election") to develop and commercialize, under the terms and conditions set forth in the License Agreement and for any and all Indications, (i) each Drug Product Candidate proposed to it by VERTEX as set forth below, and related Back-up Compounds as provided in Section 4.5 hereof and selected by NOVARTIS, and (ii) any Compound or Compounds selected by NOVARTIS, as provided in Section 4.1(d) hereof, from Compounds which have met the Development Candidate Criteria, whether or not any such Compound or Compounds have been proposed as Development Candidates by VERTEX. While the Development Election is in effect, VERTEX will not grant to any Third Party rights to VERTEX Kinase Technology which are inconsistent with the grant of the Development Election to NOVARTIS hereunder. NOVARTIS's right to exercise Development Elections will expire and NOVARTIS shall no longer have the right to select Drug Candidates hereunder upon the first to occur of:
(1) The Final Termination Date as defined below; CONFIDENTIAL TREATMENT REQUESTED
(2) Termination of the Research Program by VERTEX under Section 9.3 hereof;
(3) Termination of the Research Program by either party hereto for Scientific Cause under Section 9.5 hereof. If NOVARTIS validly terminates the Research Program for cause under Section 9.2 hereof, the Development Election may nonetheless be exercised for the one-year period after the effective date of the termination for cause, but only with respect to Compounds which have met the Development Candidate Criteria prior to the effective termination date.
(b) VERTEX shall notify NOVARTIS and the JRC each time VERTEX has identified a Compound that, in the reasonable exercise of its scientific and business judgment, is a suitable Development Candidate and meets the Development Candidate Criteria. The corresponding notice shall be accompanied by the Development Candidate Information relating to the Development Candidate and its Back-up Compounds, provided that information concerning Compound structures shall be handled as specified in Section 5.1 hereof. NOVARTIS may, at its sole discretion, exercise its Development Election and accept the Development Candidate as a Drug Product Candidate by delivery of written notice to VERTEX [***]. The total period of time from receipt of notice from VERTEX through [***] shall be referred to as the "Notice Period". Notwithstanding any other provisions of this Research Agreement...
Development Election. During [ * ], GSK shall have the exclusive right, in its sole discretion, to elect to develop and commercialize each Development Compound proposed to it by EXEL as set forth below in Section 4.3, under the terms and conditions set forth in this Agreement (the "DEVELOPMENT ELECTION"). Subject to Section 5.5, any such Development Election by GSK shall be irrevocable.
Development Election. [This section has been intentionally left blank.]..
Development Election. 21 4.2. Process for Determining Drug Candidates.............................22 4.3.