Exercise of Co-Promotion Option Sample Clauses

Exercise of Co-Promotion Option. Subject to Section 5.11.2(b)(3), Targacept shall have the option (the “Co-Promotion Option”), in its sole discretion, to Co-Promote any or all Products to the Co-Promotion Target Audience in the Co-Promotion Territory. Targacept may exercise its Co-Promotion Option for a Product by providing written notice (the “Co-Promotion Option Notice”) to AstraZeneca at any time during the period commencing on the date of the Acceptance by the FDA of the first NDA for such Product and continuing for a period of [********] thereafter. If Targacept exercises its Co-Promotion Option with respect to any Product (each such Product, a “Co-Promoted Product”), the Parties shall (i) negotiate a Co-Promotion Agreement for such Co-Promotion in accordance with Section 5.11.2(b) and (ii) form, as soon as reasonably practicable thereafter but in any event within [********], the Commercial Coordination Committee.
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Exercise of Co-Promotion Option. 2.3.1 To exercise the option granted to ELAN in Clause 2.2.1, ELAN shall deliver written notice of exercise to LIGAND prior to the end of such option period described in Clause 2.2.1. Thereafter, the parties shall diligently attempt to reach an agreement of the terms and conditions governing the co-promotion of the PRODUCT for [**********] in the TERRITORY. If the parties are unable to reach in good faith such an agreement within [*****] of the receipt of such notice, either party may seek arbitration pursuant to Clause 2.3.3. 2.3.2 To exercise the option granted to LIGAND in Clause 2.2.2, LIGAND shall deliver written notice of exercise to ELAN prior to the end of such option period described in Clause 2.2.2, specifying which Member State or Member States in the EU LIGAND intends to co-promote the PRODUCT. Thereafter, the parties shall diligently attempt to reach an agreement of the terms and conditions governing the co-promotion of the PRODUCT for [**********] in such Member State or Member States, as the case may be. If the parties are unable to reach in good faith such an agreement within [*****] of the receipt of such notice, either party may seek arbitration pursuant to Clause 2.3.3. 2.3.3 In the event that the parties are unable to agree upon the terms for co-promotion of the PRODUCT by either party as set out at Clauses 2.2.1. and 2.2.2. above, the parties shall appoint an arbitrator who is technically knowledgeable in the pharmaceutical industry to choose either ELAN's last proposed terms or LIGAND's last proposed terms for the co-promotion on the basis of which terms he determines to be closer to standard industry practice in the relevant country or Member State, as the case may be. LIGAND and ELAN each shall be responsible for [**********] of the total costs of arbitration incurred in connection with this Clause 2. CLAUSE 3 - INTELLECTUAL PROPERTY
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Exercise of Co-Promotion Option. The Parties acknowledge that on April 13, 2009 (the “Option Exercise Date”), XenoPort exercised its non-sublicensable option to Co-Promote the Product with GSK in the United States (“Co-Promotion Option”) in accordance with the terms and conditions of this Article 5. Accordingly, XenoPort will have an exclusive right to Co-Promote and Detail the Product with GSK in the United States until [… * …]. Notwithstanding the foregoing, XenoPort shall have a period of three (3) years from the date of GSK’s receipt of the first (1st) Marketing Approval for the Product in the Territory for the RLS Indication (the “Pre-Co-Promotion Period”) to commence the Co-Promotion and Detailing of the Product with GSK in the Territory as provided herein. XenoPort shall notify GSK in writing [… * …] (such written notice, the “Co-Promotion Commencement Date Notice” and such date, the “Co-Promotion Commencement Date”), which Co-Promotion Commencement Date must be prior to the expiration of the Pre- Co-Promotion Period. In the event that XenoPort does not provide written notice to GSK of the Co-Promotion Commencement Date as provided in this Section 5.2(a) or if XenoPort does not - commence the Co-Promotion and Detailing of the Product in the Territory as provided herein by the Co-Promotion Commencement Date, XenoPort will have no right to Co-Promote or Detail the Product with GSK in the United States, and GSK will have no further obligation with respect to the Co-Promotion Option.
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Exercise of Co-Promotion Option. Subject to the terms and conditions of the Collaboration and License Agreement entered into by ACADIA and BLS as of May 1, 2009 (the “Agreement”), ACADIA shall have the right to exercise the Co-Promotion Option in accordance with the terms and conditions of this Exhibit A to the Agreement. Capitalized terms used in this Exhibit A that are not defined herein shall have the meanings given to such terms in the Agreement. (a) Subject to terms and conditions of the Agreement, ACADIA may exercise the Co-Promotion Option in accordance with Section 5.2 of the Agreement. In the event that ACADIA exercises the Co-Promotion Option, ACADIA will have an exclusive right to Detail and promote Product in the Field in the United States with the Distributor (as defined below) in accordance with the terms set forth in this Exhibit A and the Agreement until the expiration of the Agreement in the United States, unless such right is terminated under the terms of the Agreement or Section 1.18 hereof, whichever is earlier. […***…]. In the event that ACADIA does not exercise the Co-Promotion Option as provided in Section 5.2 of the Agreement or if ACADIA does not provide written notice to BLS that it is exercising the Co-Promotion Option within the time specified in Section 5.2 of the Agreement, ACADIA will have no right to Detail Product in the Field in the United States, and BLS will have no further obligation with respect to the Co-Promotion Option. (b) Within […***…] days following exercise of the Co-Promotion Option by ACADIA, ACADIA and the relevant distributor (which may be an Affiliate of BLS or a Third Party distributor) (the “Distributor”) shall enter into a co-promotion agreement (the “Co-Promotion Agreement”) incorporating the terms of this Exhibit A. (c) Within […***…] days following exercise of the Co-Promotion Option by ACADIA, ACADIA and the Distributor shall establish a joint commercial committee (“Commercial Committee”) to coordinate and facilitate commercial activities relating to Product in the Field in the United States between ACADIA and the Distributor, which Commercial Committee shall be disbanded upon termination or expiration of the Co-Promotion Agreement or the Agreement, whichever is earlier. The Commercial Committee shall be composed of an equal number of sales, marketing and corporate representative of each of ACADIA and the Distributor. […***…]. Notwithstanding any responsibility allocated to the Commercial Committee under the Co-Promotion Agreement,...
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Exercise of Co-Promotion Option. Subject to [ * ], Array shall have an option to co-promote each Licensed Product in the United States (the “Co-Promotion Option”) in accordance with the terms and conditions set forth in this Section 8.2. To exercise its Co-Promotion Option with respect to a particular Licensed Product, Array shall notify Celgene in writing no earlier than the date of first filing of a MMA for such Licensed Product in the United States and no later
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Exercise of Co-Promotion Option. XenoPort shall have a non-sublicensable option to Co-Promote the Product with GSK in the United States (“Co-Promotion Option”) in accordance with the terms and conditions of this Article 5. To facilitate such Co-Promotion Option, GSK shall notify XenoPort of its right to exercise the Co-Promotion Option [... * ...
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Exercise of Co-Promotion Option. Cxxxxxxx shall have an option to Co-Promote the Collaboration Product (“Co-Promotion Option”) in the United States in accordance with the terms and conditions of this ARTICLE V following the Regulatory Approval of the Collaboration Product for [*****] in the United States (“[*****] Approval”). As part of such Co-Promotion Option, Taiho shall notify Cxxxxxxx in writing of the date that Taiho estimates in good faith will be the date of [*****] Approval (such date, the “Estimated [*****] Approval Date”), no more than [*****] and no less than [*****] prior to such estimated date. To exercise its Co-Promotion Option, Cxxxxxxx shall notify Taiho in writing no later than the date that is [*****] prior to the Estimated [*****] Approval Date previously provided by Taiho. If Cxxxxxxx does not so exercise the Co-Promotion Option by the date that is [*****] prior to the Estimated [*****]Approval Date, Cxxxxxxx will be deemed to have relinquished definitively its Co-Promotion Option for all purposes and shall have no further rights under this Section 5.2. If Cxxxxxxx exercises its Co-Promotion Option, as set forth above, Cxxxxxxx will be obligated to continue such Co-Promotion for a minimum period of [*****] following the [*****], and if Cxxxxxxx decides to discontinue such Co-Promotion at any time following the date that is [*****] after [*****], Cxxxxxxx may do so by providing Taiho at least [*****] prior written notice referencing this Section 5.2.1. If Cxxxxxxx provides such written notice to Taiho of its election to discontinue its Co-Promotion of the Collaboration Product in the U.S., then, following the [*****] notice period, Cxxxxxxx will have no further obligations or rights under this Agreement or the Co-Promotion Plan to Co-Promote the Collaboration Product in the U.S. Each Sales Representative used by Cxxxxxxx to Co-Promote the Collaboration Product hereunder shall be employed by Cxxxxxxx or one of its Affiliates on a full-time basis, and Cxxxxxxx may not Subcontract its Co-Promotion activities hereunder.
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Exercise of Co-Promotion Option. (a) Dyax shall have the option (the “Co-Promotion Option”) to join Cubist in the marketing and promotion of the Product in the Field in the Cubist Territory on terms set forth in Section 9.2 below. Such Co-Promotion Option shall be exercisable by Dyax at any time within []* following []*. Cubist shall provide Dyax promptly with any information reasonably requested by Dyax to allow Dyax to consider whether to exercise such option. To exercise its Co-Promotion Option, Dyax shall deliver to Cubist a written exercise notice prior to the expiration of such []* exercise period. (b) Should Dyax fail to exercise its Co-Development Option within the []* exercise period as required by Section 9.1(a), Dyax’s Co-Promotion Option shall expire with respect to such Product and any subsequent Products. *Confidential treatment requested. Omitted portions filed with the commission.
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Related to Exercise of Co-Promotion Option

  • Exercise of Over-allotment Option The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative within 45 days of the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.

  • Exercise of Call Option 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Issuer, the Guarantor and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of SAR In order to exercise the SAR, the SAR Holder shall submit to the Company an instrument specifying the whole number of Shares in respect of which the SAR is being exercised. Shares will be issued accordingly by the Company within 30 days. The payment upon a SAR exercise shall be solely the number of whole Shares calculated in paragraph (a) above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Termination Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (which Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Termination Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Termination Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the Nominee, at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the "Option Closing Date"), which will not be later than five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Exercise of the Option The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.

  • Exercise of SARs Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

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