First Option. Life Annuity - An annuity payable during the lifetime of the Annuitant, ceasing with the last payment due prior to the death of the Annuitant. There is no Death Benefit payable to the Beneficiary under this Option. SECOND OPTION - Life Annuity With a Cash Refund - An annuity payable during the lifetime of the Annuitant. At the death of the Annuitant, any remaining value will be paid to the Beneficiary. The remaining value equals the Contract Value, less Premium Tax, minus the sum of all annuity payments made. This option is only available for fixed dollar annuity payments. VA03-14/15 Page 15 Printed in U.S.A. B660R0.FRM SETTLEMENT PROVISIONS (Continued) THIRD OPTION - Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and for as long as the Annuitant is living. If at the death of the Annuitant, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, We will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity payable during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. Payments will cease with the last payment prior to the death of the survivor. FIFTH OPTION - Joint and Last Survivor Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. If at the death of the survivor, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value ...
First Option. In the event YPS, at any time during the term of this Agreement, receives one or more bona fide offers from another party to have YPS provide, or support the provision of, a product or service offering similar to the products or services provided by YPS hereunder within any portion of the [***], YPS immediately thereafter shall notify Publisher of the offer(s). The notification from YPS shall identify the portion of the [***] to which the offer(s) relates, contain a description of the product and/or service to be provided, and (to the extent not proscribed by any confidentiality agreement by which YPS is bound) disclose the general terms and conditions upon which the product or service is proposed to be provided. Publisher will have the right (Publisher’s “First Option Right”) to expand the products and services provided under this Agreement to include any of Publisher’s classified directories that are published and distributed primarily within that portion of the [***] identified in YPS’s notice, provided Publisher gives YPS notice of Publisher’s election to expand the coverage of this Agreement and the products and services provided hereunder to one or more of those directories within ten (10) business days of Publisher’s receipt of YPS’s notice. If Publisher so notifies YPS, YPS will be obligated to provide the products and services contemplated in this Agreement for the directories identified by Publisher and those directories thereafter shall be considered a part of, and included in, the Directories subject to this Agreement. Those products and services will be provided by YPS in accordance with the terms and conditions of this Agreement, including the price for such services as specified in this Agreement. The terms contained in the third party offer(s) will not apply to YPS’s provision of such products or services. To the extent Publisher does not so elect to expand the scope of this Agreement, YPS shall be permitted to accept the third party offer(s) identified in its notice to Publisher.
First Option. Landlord grants Tenant an option (the "First Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "First Option Term"). The First Option applies only to the Premises and is on the following conditions:
First Option. Helsinn hereby grants Exelixis the exclusive option to obtain an exclusive license to distribute, promote, market, use, import, offer for sale and/or sell Products in the North American Territory in the Option Field (the “First Option”). Upon the occurrence of any of the following triggering events: (i) Exelixis’ receipt of Helsinn’s written solicitation to exercise the First Option; (ii) Helsinn’s receipt of Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the Final Report, Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the First Option by written notification to Helsinn at any time during the First Option Exercise Period. Commencing upon Helsinn’s receipt of such notification or upon Exelixis’ receipt of Helsinn’s written solicitation to Exelixis to exercise the First Option, the Parties shall negotiate on an exclusive basis in good faith for [ * ] days (the “First Option Negotiation Period”) to reach agreement on the commercially reasonable terms and conditions of an agreement for the distribution, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer for sale and/or sale of Products by Exelixis in the North American Territory in the Option Field. If Exelixis fails to exercise the First Option during the First Option Exercise Period, or if the Parties fail to execute an agreement within the First Option Negotiation Period or any mutually agreed extension thereof, then Helsinn shall be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall ...
First Option. Lessor hereby grants to Lessee the option to extend the term of this Lease for a five (5) year period commencing on the date the prior term expires (the "First Option Period") upon each and all of the following terms and conditions:
First Option. Before transferring or disposing of all of its Joint Venture Interest (or any interest therein), the Proposing Transferor shall serve a Transfer Notice on the other Shareholder stipulating the Prescribed Price. Upon receipt of a Transfer Notice, the other Shareholder shall have the right and first option for a period of thirty (30) days to purchase all of the Joint Venture Interest at the Prescribed Price.
First Option. (a) Except for Transfers of Shares through the exercise of rights as a Tag-Along Shareholder with respect to any Tag-Along Sale made in accordance with Section 2.4 or Transfer of Shares pursuant to any Drag-Along Sale made in accordance with Article 3, no Individual Related Party shall Transfer any Shares, except as specifically permitted by this Section 2.7. If at any time any Individual Related Party (a “Selling Person”) desires to sell or otherwise dispose of for cash all or any part of the Shares held by such Selling Person, and such Selling Person shall have received a bona fide arm’s-length written offer (the “Bona Fide Offer”) for the purchase of such Shares for cash from any third party unaffiliated with such Selling Person (an “Outside Party”), the Selling Person shall provide written notice (the “Sale Notice”) to each of (i) the Green Parties and (ii) the Company (each Green Party and the Company a “Potential Buyer”) setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a copy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (the “Purchase Option”) to purchase all or, in the case of the Company, such lesser portion as is possible in light of contractual limitations on distributions to the Company from its subsidiaries of the Shares specified in the Sale Notice, on the same terms and conditions as the Bona Fide Offer, including but not limited to the offer price for the Shares. The Purchase Option, in the case of a Green Party, shall be assignable at such Green Party’s sole discretion. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the “Acceptance Notice”) to such Selling Person of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among such Potential Buyers shall be first, the Green Parties who delivered an Acceptance Notice (pro rata based on the relative percentages of the then outstanding Shares of the relevant class proposed to be transferred, then beneficially owned by such Green Parties), unless such Green Parties have mutually agreed to a different allocation, and second, the ...
First Option. Contemporaneously with the delivery of the Option IND Package for the first Option Target, Surface will provide written notice in the form set forth on Exhibit J (the “Option Selection Notice”) to Novartis indicating whether the Option for the first Option Target will be a Regional Option or a Global Option. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS the following amounts in accordance with and at the times set out as follows. Milestones (US$) Phase II Initiation * *** Phase III Initiation * *** NDA Filing of first indication in US * *** NDA Filing of first indication in EU * *** NDA Filing of first indication in Japan * *** First Commercial Sale in US * *** First Commercial Sale in EU * *** First Commercial Sale in Japan * *** First time annual Net Sales exceed US$**** * *** First time annual Net Sales exceed US$**** * ***
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS royalties on Net Sales of Product calculated separately in respect of each band of income in each calendar year at the rate of royalty set out opposite the relevant band in the table below. Royalties Royalties on Net Sales below **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales above **** * ***
