Effect of Opt-Out. For purposes of clarity, and subject to Section 5.13 below, the following provisions will apply with respect to any New Indication Existing Licensed Product from and after the Section 5.12 Opt-out Effective Date:
(i) Responsibility and control over the Development of such New Indication Existing Licensed Product shall be entirely in the control of the New Indication Funding Party and the JDC shall have no decision-making authority with respect to such Development, provided that the New Indication Funding Party shall keep the JDC reasonably informed of the plan for Development of the New Indication Existing Licensed Product, the progress of Development activities, and, subject to the other terms of this Section 5.12, the results of such Development efforts;
(ii) Neither Party shall have any obligation under Article V hereof with respect to such New Indication Existing Licensed Product except under Sections 5.8 and 5.9;
(iii) Any and all clinical data related to such New Indication Existing Licensed Product that is generated by the New Indication Funding Party or any of its Affiliates or Sublicensees from and after the Section 5.12 Opt-out Effective Date shall be specifically excluded from the definition of AVEO Collaboration Know-how or AVEO Know-how, in the event AVEO is the New Indication Funding Party, and from the definition of Biogen Idec Collaboration Know-how in the event Biogen Idec is the New Indication Funding Party, subject, in each case, to Section 5.8;
(iv) Neither the non-New Indication Funding Party nor any of its Affiliates or Sublicensees shall have the right to access any data related to such New Indication Existing Licensed Product generated solely by or on behalf of the New Indication Funding Party or any of its Affiliates or Sublicensees from and after the Section 5.12 Opt-out Effective Date, including to the extent contained in any INDs, BLAs or other submissions related to such New Indication Existing Licensed Product, or to include any such data, in any regulatory filings or submissions in such Party’s Territory or to cross-reference or otherwise make use of or use such data;
(v) If the New Indication Funding Party is not, at such time, responsible for Manufacturing the applicable Licensed Product under Article VII, at the request of the New Indication Funding Party, the other Party shall Manufacture and supply, or cause to be Manufactured and supplied, the reasonable requirements of the New Indication Funding Party and its Affiliate...
Effect of Opt-Out. Any person or entity who falls within the definition of the Settlement Class and who validly and timely requests exclusion from the Settlement shall not be a Settlement Class Member; shall not be bound by the Settlement Agreement; shall not be eligible to make a Claim for any benefit under the terms of the Settlement Agreement; and shall not be entitled to submit an Objection to the Settlement.
Effect of Opt-Out. For purposes of clarity, notwithstanding any of the foregoing in this Section 9.2, if either Party exercises its Opt-Out Right, and the other Party elects to continue Developing and Commercializing the Licensed Product(s), then (i) neither Party shall have any further rights or obligations to share in Profit and Commercialization Costs as set forth in clause (a) above, and (ii) the Party that is deemed the Commercializing Party with respect to such Licensed Product(s) under this Agreement shall be obligated to pay the other Party (A) event payments pursuant to Section 9.1 upon achievement by the Commercializing Party or its Related Parties of the relevant events with respect to such Licensed Product(s), and (B) royalties pursuant to Section 9.3 with respect to Net Sales of such Licensed Product(s) by such Commercializing Party or its Related Parties.
Effect of Opt-Out. BioNTech’s rights and obligations under this Section 6.5, including its Co-Promotion Option and any Co-Promotion Agreement, shall terminate immediately upon exercise of BioNTech’s Opt-Out.
Effect of Opt-Out. In the event BioNTech exercises its Opt-Out right, or a Deemed Opt-Out occurs pursuant to Section 8.5.3, the following provisions shall apply upon the Opt-Out Commencement Date in respect of Development of the Manufacturing Process and Technology Platform and Manufacture of Collaboration Product.
Effect of Opt-Out. Notwithstanding any of the foregoing in this Section 10.4, if either Party exercises its Opt-Out Right, then the Continuing Party shall have the first right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Alnylam Collaboration IP, Roche Collaboration IP or Joint Collaboration IP, as the case may be, that constitute Product Specific Patent Rights or Product Specific Know-How. The Party that is not the Continuing Party shall have the right to request that the Continuing Party initiate action as described above in clause (ii). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Effect of Opt-Out. The Defendants represent that the most recent sale of the accused product occurred no later than July, 2015. Based on that representation, and the parties’ belief that the applicable statute of limitations under the Xxxxxx Act or any related cause of action is three (3) years according to the statutes of limitations in similar causes of action in Wisconsin and Illinois, the parties believe that any action commenced in July, 2018 or later by any person eligible to join the class but opting out of the class, or proposed class settlement, would be time barred if the Defendants assert the statute of limitations as a defense. The Notice of Proposed Settlement should so advise Settlement Class members.
Effect of Opt-Out. Class Members who successfully submit a request for exclusion will not be entitled to a settlement payment for the class portion of this Settlement, and will not be bound by the class action release of this Agreement. To the maximum extent permitted by law, any Class Member who opts out of the Settlement may not object to the Settlement. If a Class Member submits both a request for exclusion and an Objection, the Class Member’s request for exclusion will be deemed to invalidate the Objection. Class Members who submit valid and timely requests to opt out of the Settlement shall not receive a payment for settlement of Class claims pursuant to the Settlement, nor shall such Class Members be bound by the terms of the Settlement of their individual claims against Xxxxxx pursuant to this Settlement. However, Class Members who submit a valid opt out request will nevertheless be bound by the settlement and release of PAGA claims in the Settlement to the extent they are a member of the PAGA Group and will receive a payment for their individual share of the PAGA Group Payment in settlement of PAGA claims pursuant to the terms of this Agreement. Settlement Class Members who receive a Notice Packet but fail to submit a valid and timely request for exclusion on or before the Response Deadline shall be bound by all terms of the Settlement and any Final Judgment entered in the Actions if the Settlement is approved by the Court.
Effect of Opt-Out. Upon effectiveness of a decision to opt out as provided in Section 3.9(a), each Opt-Out Target in which the Opting-Out Party has opted out with respect to such Opt-Out Target shall cease to be a Collaboration Target, and each Opt-Out Product in which the Opting-Out Party has opted out with respect to such Opt-Out Product shall cease to be a Collaboration Product. The Opting-Out Party shall have no further rights to or interest in or obligations with respect to any Opt-Out Target or any Opt-Out Product, other than the right to receive the royalties set forth in this Section 3.9 or Section 6.2(b), as applicable. The Opting-Out Party shall not be responsible for any activities set forth in an R&D Plan and Budget initiated after the effective date of such Party’s opt-out. In addition,
Effect of Opt-Out. Any person or entity who falls within the definition of the AdWords Settlement Class and who previously opted-out in response to Litigation Notice or who validly and timely requests exclusion from the Settlement in response to Settlement Notice shall not be an AdWords Class Member; shall not be bound by the Settlement Agreement; shall not be eligible to make a Claim for any benefit under the terms of the Settlement Agreement; and shall not be entitled to submit an Objection to the Settlement.
