Distinct Products Sample Clauses

Distinct Products. If at the time of the [***] Regulatory Approval in the United States for any Program Compound in any specific applicable Program, Vividion wishes to determine whether or not Distinct Products exist under such Program, then Vividion shall issue a notice to Celgene that it believes there are Distinct Products under such Program. The Parties shall discuss in good faith for a period of [***] days whether or not such Distinct Products exist under such Program, and, for the avoidance of doubt, the Parties agree that no Party may unilaterally determine that Distinct Products exist under such Program. In the event that Celgene does not agree in writing within such [***] day period that such Program contains Distinct Products, Vividion may issue a written notice to Celgene requesting the independent evaluation described in Section 2.3.4(c). This Section 2.3.4(a) shall survive any termination or expiration of this Agreement and remain in effect for the duration of any applicable Development & Commercialization Agreement. Each Distinct Product shall separately be subject to the applicable payment provisions for Distinct Products set forth in each applicable Development & Commercialization Agreement.

Distinct Products. If a Joint Development Program includes [***] Distinct Products, then as an alternative to exercising its Program Opt-Out Option following the First Key Development Milestone, Second Key Development Milestone, or Third Key Development Milestone or its Program Reduction Option following the Second Key Development Milestone or Third Key Development Milestone, either Party may instead elect to, respectively, cease funding its share of Joint Development Costs on a Distinct Product-by-Distinct Product basis with respect to all indications (the “Product Opt-Out Option”) or to reduce its share of funding on a Distinct Product-by-Distinct Product basis with respect to all indications (the “Product Reduction Option”); provided that such Party provides the other Party with prior written notice no later than [***] from the date of presentation of the [***], as applicable. For clarity, a Product Opt-Out Option or Product Reduction Option shall not be available to a Party if such Party previously exercised its Program Reduction Option; except that if a Party has exercised its Program Reduction Option with respect to a Joint Development Program that later expands to include an additional Distinct Product not existing as of the date of such exercise, then such Party may exercise its Product Opt-Out Option with respect to such additional Distinct Product under this Section 5.5(b). In the event a Party exercises a Product Reduction Option or a Product Opt-Out Option pursuant to this Section 5.5(b), then the following will apply: (i) [***]; (ii) [***] (i) above, [***]; and (iii) [***].