Effect of Option Exercise. If, within the Option Period, Xxxxxxx or its designated Affiliate notifies Poseida in writing that it wishes to exercise the applicable Option, then Poseida and Xxxxxxx will commence good-faith negotiations to agree on reasonable, commercial terms for a royalty-bearing license associated with the Centyrin CAR Molecule(s) and/or Centyrin Therapeutic Molecule(s) with respect to such Option, provided that, inclusion of any Third Party intellectual property Controlled by Poseida within the applicable Poseida CAR Molecule Technology and/or Poseida Therapeutic Molecule Technology would be subject to Xxxxxxx assuming all payments (or prorata portion) to such Third Party that are applicable to such license. The Parties agree to negotiate in good faith for a period of […***…] days, which term can be extended by written agreement of the Parties (“Option Negotiation Period”). In the event, the Parties are unable to come to terms during the Option Negotiation Period, the Parties may terminate negotiations regarding such license and Poseida shall have no further obligations and Xxxxxxx shall have no further rights with respect to such Option. CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015
Effect of Option Exercise. Upon the exercise of the Option by Seller with respect to the Option Assets, any Option Purchased Interests, Option Purchased Entities, Option Underlying Properties and/or Option Properties shall constitute Purchased Interests, Purchased Entities, Underlying Properties and Properties, respectively, hereunder, and this Agreement will be deemed amended, without any further action on the part of any Party, with respect to the Option Assets as follows:
(i) the definitions of Transferred Properties, Underlying Properties, Purchased Interests and Purchased Entities will include the Option Assets;
(ii) all applicable covenants, representations and warranties shall be deemed to be made with respect to the applicable Option Assets with respect to which an Exercise Notice has been delivered as of the date hereof and as of the Initial Equity Closing Date (which covenants, representations and warranties shall, for the avoidance of doubt, be deemed to have been made and effective as of such dates as if the Option Assets were considered Transferred Properties, Underlying Properties, Purchased Interests and Purchased Entities); and
(iii) the Unadjusted Asset Purchase Price Amount for purposes of this Agreement, including Section 1.2(a) and Section 1.2(b), will be increased by the Option Unadjusted Asset Purchase Price Amounts for the Option Assets.
Effect of Option Exercise. As soon as practicable (and in any event within 30 days) of the timely exercise of the Research Agreement Option in accordance with Section 4.2, United Therapeutics and MannKind shall use best efforts to agree upon and execute a new royalty-bearing license and collaboration agreement (additional to and separate from the existing LCA) (“Second LCA”) on substantially the same terms and the existing LCA (including, for clarity the additional option to add additional Products as provided in Section 2.6 of the LCA), except that:
4.3.1 As used in the Second LCA, the following terms shall have the following meanings and not the meanings provided in the LCA:
Effect of Option Exercise. Within [***] days after PharmaMar’s exercise of its Co-Promotion Option, pursuant to Section 7.9(a), the Parties will execute a joint commercial agreement that sets forth the terms and conditions pursuant to which the Parties will collaborate in promoting the Licensed Products in the Licensed Indications in the Jazz U.S. Territory, including the terms set forth on Exhibit F (the “Co-Promotion Agreement”).
Effect of Option Exercise. A Second Generation Compound as to which the Second Generation Option has been validly exercised shall be considered a Compound hereunder and no longer subject to the provisions of Section 2.3 hereof. The Development Option provided to HMR under Section 3.1 shall be deemed to have been exercised with respect to that Second Generation Compound.
Effect of Option Exercise. (a) Statement of Reimbursable Costs; Other Information. Within [***] days of RSL’s receipt of the Exercise Notice, RSL will provide (or will cause the applicable Covered Affiliate to provide) Myovant with (i) a statement of all Reimbursable Costs incurred to date under the RSL Collaboration Agreement, and all further Reimbursable Costs reasonably anticipated by RSL or such Covered Affiliate to be incurred within the next [***] days, together with any supporting documentation reasonably requested by Myovant, (ii) a summary of current development and commercialization programs contemplated by Myovant with respect to the any Option Product, including a good faith estimate of the Reimbursable Costs that would be incurred by RSL during the next calendar year if such RSL Collaboration is not assigned to Myovant and (iii) to the extent that any documents or information described in Section 3.5(a) or (b) exists but has not yet been provided to Myovant, such documents and information.
Effect of Option Exercise. Immediately upon PanAmSat's notice to Customer of PanAmSat' s exercise of the Option, as set forth in Section 16.3, above, Customer's right to use the affected Customer's Transponder Capacity shall automatically and without further action on Customer's or PanAmSat's part cease.
Effect of Option Exercise. 4.6.1 Upon delivery of the Option Notice to Arrowhead, the Parties will cooperate to ensure orderly transition of the Program to Xxxxxxx to provide uninterrupted development of the applicable Licensed Construct or Licensed Product. Arrowhead will make available to Xxxxxxx, at Xxxxxxx’x reasonable request, any material information related to the Program. Notwithstanding any term of this Agreement to the contrary, Arrowhead shall not be obligated to disclose to Xxxxxxx its trade secrets. including information from which such trade secrets are likely to be elucidated, related solely to trigger selection or construct design.
Effect of Option Exercise. If Xxxxxxx exercises the Commercial Option with respect to a particular Pre-IND Collaboration Candidate in accordance with Section 4.3, then upon and after the occurrence of the Exercise Effective Date, the following provisions of this Section 4.4 shall apply.
Effect of Option Exercise. In the event that Parent exercises the Option in accordance with Article I hereof, and the Escrowed Documents shall have been released from escrow in accordance with said Article I and Exhibit E annexed hereto, then this Agreement shall automatically terminate and shall be of no further force and effect, and all rights and obligations of any Party hereto shall cease, except that nothing herein shall relieve any Party for any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement or any other Transaction Document.
