Inclusion Process; Cost Allocation Sample Clauses

Inclusion Process; Cost Allocation. A.If Protagonist has not exercised the Rusfertide Opt-Out Right or a Partial Opt-Out Right with respect to the Licensed Product for which the New Technology is being proposed, the JSC will determine whether to approve the inclusion of such New Technology under this Agreement with respect to activities under the Joint Global Development Plan or the Joint Commercialization Plan corresponding to such Licensed Product. If the JSC so approves including such New Technology under this Agreement, then (1) the JSC will determine which Party will negotiate and enter into the license agreement with the applicable Third Party for such New Technology (which license agreement will include the Ex-U.S. Territory to the extent requested by Takeda), (2) the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the non-negotiating Party of such license agreement must be secured before its execution, and (3) following execution of such license agreement, such New Technology will be included as Licensed Technology or Takeda Background IP, as the case may be, under this Agreement, and the portion of payments payable to the applicable Third Party under such license agreement for rights that are reasonably allocable to the Development of such Licensed Product under its applicable Joint Global Development Plan will be shared by the Parties as Shared Development Costs or that are reasonably allocable to the Commercialization of such Licensed Product in the U.S. under its applicable Joint Commercialization Plan will be shared by the Parties as Shared Commercialization Costs. If the JSC does not so approve including such New Technology under this Agreement with respect to activities under the Joint Global Development Plan or the Joint Commercialization Plan corresponding to such Licensed Product, and one Party believes that such New Technology [***] under such Joint Global Development Plan or Joint Commercialization Plan (such New Technology, “Blocking New Technology”), then the resolution procedure of Section ‎2.10(b)(ii)(B) will ​ [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. apply. For clarity, with respect to New Technology other than Blocking New Technology, the Party proposing to acquire rights to such New Technology will have the right to obtain a license to such New Technology, ...
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Related to Inclusion Process; Cost Allocation

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  • Introduction The Texas Health and Human Services Commission ("HHSC") and the Contractor named in Section I (HHSC and Contractor may be referenced in this document collectively as the “Parties” and individually as the “Party") hereby enter into this Community Services Contract - Provider Agreement (the “Contract”) for the provision of services under the Contract type specified in Section I for the considerations set forth herein. The Contract Begin Date specified in Section I is not valid until this Contract is signed by both parties.

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