Notice and Exercise. The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit to the Company, which shall promptly furnish such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentence, the “Merger Exit Notice”). The Merger Exit Notice shall provide Televisa the right to elect to: (a) include a percentage of Shares held by it that is equal to the percentage of Shares owned by the Prospective Selling Stockholders (which may be all other Stockholders) that are proposed to be Sold (e.g., converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholders) to a Prospective Buyer in such Merger Exit (which may be of a single class or of multiple classes), on the same terms and conditions (subject to Section 4.4.4 in the case of Convertible Securities and without prejudice to the rights of the holder of Convertible Securities with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to the Prospective Selling Stockholders (which may be all other Stockholders), in any case consistent with Section 4.4.2 (“Merger Exit Participation Rights”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights (the “Merger Exit Participation Election”) on or before the Merger Exit Election Deadline, which election shall be irrevocable except as otherwise provided in Section 4.8.9, if applicable; or (b) roll-over all of its Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of this Section 4.8.
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Notice and Exercise. The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit Sponsor Sale (the “Sponsor Sale Notice”) to the CompanyCompany and Televisa. The Sponsor Sale Notice shall constitute, which and conform to the terms and conditions of, a Tag Along Notice under Section 4.1 (other than items listed in Section 4.1.1(a)(iii) and (iv)), and Televisa shall promptly furnish have the rights of a Tag Along Holder under Section 4.1 with respect to such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa Sponsor Sale (any such notice referenced in this sentence, the “Merger Exit NoticeSponsor Sale Tag Along Rights”). The Merger Exit Notice Televisa shall provide Televisa have the right to elect to:
(a) include a percentage of Shares held exercise its Sponsor Sale Tag Along Rights at any time on or before the Sponsor Sale Election Deadline by it that is equal furnishing to the percentage of Shares owned by Company and the Prospective Selling Stockholders a written Tag Along Offer pursuant to, and in compliance with, Sections 4.1.2 and 4.1.3 exercising such Sponsor Sale Tag Along Rights, which election shall be irrevocable except as otherwise provided in Section 4.7.6, if applicable (which may the “Sponsor Sale Tag Along Election”). In the event that Televisa exercises its Sponsor Sale Tag Along Rights under this Section 4.7.1 or 4.7.6, as applicable, then each other Televisa Investor shall be all other Stockholders) that are proposed to be Sold obligated (e.g., converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholderssame extent as Televisa) to a Prospective Buyer participate in such Merger Exit (which may be of a single class or of multiple classes), Sponsor Sale on the same terms and conditions (subject which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.4.4 4.1.4 above, if applicable, and in the any case of Convertible Securities and consistent with Sections 4.4.2) specified herein (without prejudice to the rights of the holder of Convertible Securities such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder thereunder, including any premiums payable under Section 4(a) or 5(a) of the TV Debentures and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to 4.4.4, including any election by the Prospective Selling Stockholders (which may be all other Stockholders), Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in any case consistent accordance with Section 4.4.2 (“Merger Exit Participation Rights”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights (the “Merger Exit Participation Election”) on or before the Merger Exit Election Deadline, which election shall be irrevocable except as otherwise provided in Section 4.8.9, if applicable; or
(b) roll-over all of its Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of this Section 4.84.4.
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Notice and Exercise. The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit to the Company, which shall promptly furnish such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentence, the “Merger Exit Notice”). The Merger Exit Notice shall provide Televisa the right to elect to:
(a) include Approximately [***] before the anticipated filing of the first MAA for a percentage given Co-Promotion Candidate Product, Genentech will notify Xencor of Shares held by Genentech’s preliminary estimate of number of sales representatives it that is equal to the percentage of Shares owned by the Prospective Selling Stockholders (which may be all other Stockholders) that are proposed to be Sold (e.g., converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholders) to a Prospective Buyer in anticipates for such Merger Exit (which may be of a single class or of multiple classes), on the same terms and conditions (subject to Section 4.4.4 Co-Promotion Candidate Product for such launch in the case of Convertible Securities and without prejudice to the rights of the holder of Convertible Securities with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to the Prospective Selling Stockholders (which may be all other Stockholders), in any case consistent with Section 4.4.2 (“Merger Exit Participation Rights”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights Co-Promotion Territory (the “Merger Exit Participation ElectionGenentech Estimate”) on or before through delivery of a Commercialization Plan containing such Genentech Estimate. Xencor may exercise its option to Co-Promote such Co-Promotion Candidate Product (thereafter, a “Co-Promotion Product”) in the Merger Exit Election DeadlineCo-Promotion Territory by written notice to Genentech no later than [***] after the receipt of the Genentech Estimate for such Co-Promotion Candidate Product, which election shall be irrevocable except as otherwise provided stating the percent (%) of the total sales force (between [***] percent ([***]%) and Xencor’s share of the Collaboration Allocation) that Xencor will assume, all in accordance with Section 4.8.9, if applicable; or6.5.2(b) below. CONFIDENTIALEXECUTION COPY
(b) rollAs conditions precedent to exercising a Co-over all Promotion Option for a Co-Promotion Product and maintaining the right to Co-Promote such Co-Promotion Product, Xencor must:
(i) establish, by means of a presentation to Genentech as of the time of exercise, that it has (A) an internal sales management organization and infrastructure to conduct Xencor’s Co-Promotion activities for such Co-Promotion Product and (B) a plan to hire, retain, or otherwise build a sales force that will be in place no later than [***] prior to the anticipated First Commercial Sale of such Co-Promotion Product consisting of at least the number of sales representative that Xencor has elected to assume, comprised of direct employees of Xencor, each of whom has prior experience promoting pharmaceutical products to prescribing physicians in the Co-Promotion Territory.
(ii) as of the time of exercise, and for so long as Xencor is Co-Promoting such Co-Promotion Product hereunder and under the Co-Promotion Agreement, not be developing or commercializing by itself or in collaboration with a Third Party, either (A) a Collaboration Construct other than a Collaboration Product pursuant to this Agreement, or (B) any product that (1) is in the same Class of Agents with a Combination Agent under the GDP, unless otherwise mutually agreed by the Parties in writing, or (2) is an [***] Combination Agent Developed by Genentech as approved by the JDC pursuant to Section 4.2.3.
(c) If Xencor does not provide the election notice described in Section 6.5.2(a) prior to expiration of the applicable Co-Promotion Exercise Period or if Xencor does not meet the requirements set forth in Section 6.5.2(b), Xencor shall be deemed to have irrevocably waived its right to Co-Promote such Co-Promotion Candidate Product. Any election notice provided by Xencor at a time when Xencor does not meet the requirements set forth in Section 6.5.2(b) shall be void and have no effect. Following Xencor’s exercise of its Shares into equity of Co-Promotion Option with respect to a particular Co-Promotion Product, if that Co-Promotion Product subsequently obtains Marketing Approval in a Promotion-[***] Indication, Xencor shall not engage in the Acquiror Detailing or other Co-Promotion Activities for the Co-Promotion Product in the Promotion-[***] Indication, except as provided for in the Co-Promotion Agreement. If Xencor does not exercise its co-promotion option (and receive cash or if it has been deemed to the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of have waived its right to co-promote pursuant to this Section 4.8(c)) for a given Collaboration Product for the First Eligible Co-Promotion Indication, Xencor shall not have the right to exercise its Co-Promotion Option with respect to any subsequent Marketing Authorization or label expansion granted for such Collaboration Product. As used in this Section 6.5.2(c), the “First Eligible Co-Promotion Indication” for a Collaboration Product is the first Indication for which Marketing Approval for such Collaboration Product is obtained that is not a Promotion-[***] Indication.
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Notice and Exercise. The Prospective Selling Stockholders shall furnish (a) Approximately [* * *] before the anticipated filing of the first MAA for a given Shared Product, Roche will deliver and present to and discuss with the JSC the applicable Commercialization Plan, including Roche’s preliminary estimate of the number of Sales Representatives it anticipates for such Shared Product for such launch in the Co-Promotion Territory (the “Roche Estimate”). In addition to information received through the JSC, Dicerna may submit written notice questions to Roche about the Commercialization Plan for such Shared Product (“Shared Product Questions”) within [* * *] of their intention the receipt of such Roche Estimate, in which case Roche will respond to pursue a Merger Exit to such timely-delivered questions no later than [* * *] from receipt of Dicerna’s questions (the Company, which shall promptly furnish date of such notice to Televisa, or the Company shall furnish a written notice delivery of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentenceall answers, the “Merger Exit NoticeRoche Response Date”). The Merger Exit Notice shall provide Televisa Dicerna may exercise its Co-Promotion Option by giving written notice thereof to Roche no later than the right to elect to:
(a) include a percentage of Shares held by it that is equal to the percentage of Shares owned by the Prospective Selling Stockholders (which may be all other Stockholders) that are proposed to be Sold (e.g., converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholders) to a Prospective Buyer in such Merger Exit (which may be of a single class or of multiple classes), on the same terms and conditions (subject to Section 4.4.4 in the case of Convertible Securities and without prejudice to the rights end of the holder of Convertible Securities with respect to the conversionCo-Promotion Exercise Period, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to the Prospective Selling Stockholders (which may be all other Stockholders), in any case consistent accordance with Section 4.4.2 (“Merger Exit Participation Rights”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights (the “Merger Exit Participation Election”) on or before the Merger Exit Election Deadline, which election shall be irrevocable except as otherwise provided in Section 4.8.9, if applicable; or10.6.2(b).
(b) rollAs conditions precedent to exercising a Co-over all Promotion Option for a Shared Product and maintaining the Co-Promotion Right for such Co-Promotion Product, Dicerna must:
(i) establish, by means of a presentation to Roche as of the time of exercise, that it has (A) an already established internal sales management organization and infrastructure to conduct Dicerna’s Co-Promotion activities for such Co-Promotion Product and (B) a plan to hire, retain or otherwise build a sales force consisting of direct employees of Dicerna that will be in place no later than [* * *] after the First Commercial Sale of such Co-Promotion Product with the number of Sales Representatives that Dicerna is required to use, each of whom has prior experience promoting pharmaceutical products to prescribing physicians in the Co-Promotion Territory and meets the qualifications set forth in Appendix 10.6.3; and
(ii) as of the time of exercise, and for so long as Dicerna is Co-Promoting such Co-Promotion Product hereunder and under the Co-Promotion Agreement, not be developing or commercializing by itself or in collaboration with a Third Party, either (A) another product that treats HBV or that (B) is an Encumbered Combination Agent.
(c) If Dicerna does not provide the election notice described in Section 10.6.2(a) prior to expiration of the applicable Co-Promotion Exercise Period or if Dicerna does not meet the requirements set forth in Section 10.6.2(b), Dicerna shall be deemed to have irrevocably waived its right to Co-Promote such Shared Product. Any election notice provided by Dicerna at a time when Dicerna does not meet the requirements set forth in Section 10.6.2(b) shall be void and have no effect. Following Dicerna’s exercise of its Shares into equity of Co-Promotion with respect to a particular Co-Promotion Product, if that Co-Promotion Product subsequently attains Regulatory Approval in an Encumbered Combination Indication, Dicerna shall not engage in the Acquiror Detailing or other Co-Promotion Activities for the Co-Promotion Product in the Encumbered Combination Indication, except as provided for in the Co-Promotion Agreement. If Dicerna does not exercise its Co-Promotion Option (and receive cash or if it has been deemed to the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of have waived its Co-Promote Right pursuant to this Section 4.810.6.2(c)) for a given Shared Product for the First Eligible Co-Promotion Indication, Dicerna shall not have the right to exercise its Co-Promotion Option with respect to any subsequent Regulatory Approvals or label expansion granted for such Shared Product. As used in this Section 10.6.2(c), the “First Eligible Co-Promotion Indication” for a Co-Promotion Product is the first indication for which Regulatory Approval in the Co-Promotion Territory is obtained that is not an Encumbered Combination Indication.
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Samples: Collaboration and License Agreement (Dicerna Pharmaceuticals Inc)
