Joint Divestment Process Clause Samples

Joint Divestment Process. In the event that both Parties wish to opt-out of Development or Divest their respective ownership shares of a certain Collaboration Product or in any other scenario pursuant to this Agreement which provides for a joint Divestment and/or refers to this Section 15.9, the Parties shall jointly initiate a Divestment process (the Joint Divestment Process), which shall be performed by the Parties as follows: a. Both Parties shall upon initiation of the Joint Divestment Process be released from any further research, Development and funding obligation under this Agreement, provided they shall work together to ensure that any ongoing activities related to the Collaboration Product to be Divested are properly wound down to the extent applicable, and shall share costs related to such winding down, if any. b. Unless otherwise agreed by the Parties at the time of initiation of the Joint Divestment Process, each Party shall designate a divestment executive (Divestment Executive) who shall not be a Joint Steering Committee member, and who shall be the point of contact for such Parties in the Joint Divestment Process and who shall report to the Joint Steering Committee. c. The Parties may engage a Third Party advisor, on terms acceptable to both Parties, to coordinate the Joint Divestment Process for the purpose of licensing rights to the Collaboration Product. The Divestment Executives and the Third Party advisor shall present to the Joint Steering Committee for approval detailed criteria for evaluating, comparing and selecting potential offers, which shall include financial and nonfinancial factors (Bidding Criteria). d. Neither Party may [***]. e. The Parties shall use Commercially Reasonable Efforts to maximize the value obtained in the Joint Divestment Process. f. The Joint Steering Committee shall unanimously decide on which offer to accept under the Joint Divestment Process, using the Bidding Criteria. Once the Joint Steering Committee has decided which offer to accept, the Parties shall together appoint an external legal counsel to handle, on behalf of both Parties and at a cost equally shared the drafting, negotiation and finalization of the agreement with the Third Party that made the winning offer. Both Parties shall be signatories to the agreement with such Third Party. g. If the Joint Divestment Process has not been finalized within [***] months after its initiation, the Parties shall discuss in good faith the terms and conditions for continuing the Joint Di...