Common use of Ongoing Studies Clause in Contracts

Ongoing Studies. 5.3.1 ARIAD US shall be responsible for the conduct of the Ongoing Studies. For clarity, if the Ongoing Studies are Global Studies they are not subject to Section 5.7. ARIAD SWISSCO shall reimburse ARIAD US for ongoing Third Party Development Costs incurred by ARIAD US in the Ongoing [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Studies, subject to a maximum aggregate amount of US$7,000,000 for the period from the Effective Date until December 31, 2016 and US$7,000,000 for the calendar year 2017 (together, the “Ongoing Studies Budget”). ARIAD SWISSCO shall reimburse the actual, undisputed Third Party Development Costs quarterly within [**] of receipt of ARIAD US’s quarterly invoice and supporting evidence of the Third Party Development Costs having been incurred. Payment shall be made into such bank account as ARIAD US shall specify from time to time. For the period ending [**], no invoice shall be in excess of [**] (provided that for [**] in which the Effective Date occurs the invoice shall be for a pro-rated amount) and no invoice shall be delivered before [**]. For clarity if a [**] invoice during the calendar year ending [**] does not include the maximum of [**] any excess may be included in a subsequent invoice for calendar year [**], provided however that no excess at the end of the calendar year [**] may be rolled over to the calendar year [**]. If either the OPTIC Clinical Trial or the OPTIC 2L Clinical Trial is terminated prior to [**], then the maximum aggregate amount owed by ARIAD SWISSCO with effect from the date of termination of the relevant Ongoing Study, shall be [**] of the remaining Ongoing Studies Budget. If both the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial are terminated prior to [**], then no further amounts will be payable by ARIAD SWISSCO after the date of termination of the last of the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial. In addition to the Ongoing Studies Budget, ARIAD SWISSCO shall pay ARIAD US (i) [**] and (ii) [**] upon either (a) [**]; or (b) [**]. For clarity, [**] will not be [**] in the event of [**]. For clarity, [**] will not be [**]. For clarity, ARIAD US shall continue to control the conduct of the Ongoing Studies and shall continue to be listed as the sponsor until completion. ARIAD US will be responsible for collection and reporting of all serious adverse events from these trials to the regulatory agencies in which the trials are being conducted. No amounts will be due under this Section 5.3.1 and payable by ARIAD SWISSCO if the Buy-Back Option has been exercised.

Appears in 2 contracts

Samples: License Agreement, License Agreement (Incyte Corp)

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Ongoing Studies. 5.3.1 ARIAD US shall be responsible for the conduct of the Ongoing Studies. For clarity, if the Ongoing Studies are Global Studies they are not subject to Section 5.7. ARIAD SWISSCO shall reimburse ARIAD US for ongoing Third Party Development Costs incurred by ARIAD US in the Ongoing Portions of this Exhibit, indicated by the xxxx “[**] = Portions of this exhibit *],” were omitted and have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the CommissionSecurities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Studies, subject to a maximum aggregate amount of US$7,000,000 for the period from the Effective Date until December 31, 2016 and US$7,000,000 for the calendar year 2017 (together, the “Ongoing Studies Budget”). ARIAD SWISSCO shall reimburse the actual, undisputed Third Party Development Costs quarterly within [***] of receipt of ARIAD US’s quarterly invoice and supporting evidence of the Third Party Development Costs having been incurred. Payment shall be made into such bank account as ARIAD US shall specify from time to time. For the period ending [***], no invoice shall be in excess of [***] (provided that for [***] in which the Effective Date occurs the invoice shall be for a pro-rated amount) and no invoice shall be delivered before [***]. For clarity if a [***] invoice during the calendar year ending [***] does not include the maximum of [***] any excess may be included in a subsequent invoice for calendar year [***], provided however that no excess at the end of the calendar year [***] may be rolled over to the calendar year [***]. If either the OPTIC Clinical Trial or the OPTIC 2L Clinical Trial is terminated prior to [***], then the maximum aggregate amount owed by ARIAD SWISSCO with effect from the date of termination of the relevant Ongoing Study, shall be [***] of the remaining Ongoing Studies Budget. If both the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial are terminated prior to [***], then no further amounts will be payable by ARIAD SWISSCO after the date of termination of the last of the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial. In addition to the Ongoing Studies Budget, ARIAD SWISSCO shall pay ARIAD US (i) [***] and (ii) [***] upon either (a) [***]; or (b) [***]. For clarity, [***] will not be [***] in the event of [***]. For clarity, [***] will not be [***]. For clarity, ARIAD US shall continue to control the conduct of the Ongoing Studies and shall continue to be listed as the sponsor until completion. ARIAD US will be responsible for collection and reporting of all serious adverse events from these trials to the regulatory agencies in which the trials are being conducted. No amounts will be due under this Section 5.3.1 and payable by ARIAD SWISSCO if the Buy-Back Option has been exercised.

Appears in 1 contract

Samples: License Agreement (Ariad Pharmaceuticals Inc)

Ongoing Studies. 5.3.1 ARIAD US shall be responsible for the conduct of the Ongoing Studies. For clarity, if the Ongoing Studies are Global Studies they are not subject to Section 5.7. ARIAD SWISSCO shall reimburse ARIAD US for ongoing Third Party Development Costs incurred by ARIAD US in the Ongoing [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Studies, subject to a maximum aggregate amount of US$7,000,000 for the period from the Effective Date until December 31, 2016 and US$7,000,000 for the calendar year 2017 (together, the “Ongoing Studies Budget”). ARIAD SWISSCO shall reimburse the actual, undisputed Third Party Development Costs quarterly within [***] of receipt of ARIAD US’s Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. quarterly invoice and supporting evidence of the Third Party Development Costs having been incurred. Payment shall be made into such bank account as ARIAD US shall specify from time to time. For the period ending [***], no invoice shall be in excess of [***] (provided that for [***] in which the Effective Date occurs the invoice shall be for a pro-rated amount) and no invoice shall be delivered before [***]. For clarity if a [***] invoice during the calendar year ending [***] does not include the maximum of [***] any excess may be included in a subsequent invoice for calendar year [***], provided however that no excess at the end of the calendar year [***] may be rolled over to the calendar year [***]. If either the OPTIC Clinical Trial or the OPTIC 2L Clinical Trial is terminated prior to [***], then the maximum aggregate amount owed by ARIAD SWISSCO with effect from the date of termination of the relevant Ongoing Study, shall be [***] of the remaining Ongoing Studies Budget. If both the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial are terminated prior to [***], then no further amounts will be payable by ARIAD SWISSCO after the date of termination of the last of the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial. In addition to the Ongoing Studies Budget, ARIAD SWISSCO shall pay ARIAD US (i) [***] and (ii) [***] upon either (a) [***]; or (b) [***]. For clarity, [***] will not be [***] in the event of [***]. For clarity, [***] will not be [***]. For clarity, ARIAD US shall continue to control the conduct of the Ongoing Studies and shall continue to be listed as the sponsor until completion. ARIAD US will be responsible for collection and reporting of all serious adverse events from these trials to the regulatory agencies in which the trials are being conducted. No amounts will be due under this Section 5.3.1 and payable by ARIAD SWISSCO if the Buy-Back Option has been exercised.

Appears in 1 contract

Samples: License Agreement (Ariad Pharmaceuticals Inc)

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Ongoing Studies. 5.3.1 ARIAD US shall be responsible for the conduct of the Ongoing Studies. For clarity, if the Ongoing Studies are Global Studies they are not subject to Section 5.7. ARIAD SWISSCO shall reimburse ARIAD US for ongoing Third Party Development Costs incurred by ARIAD US in the Ongoing [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Studies, subject to a maximum aggregate amount of US$7,000,000 for the period from the Effective Date until December 31, 2016 and US$7,000,000 for the calendar year 2017 (together, the “Ongoing Studies Budget”). ARIAD SWISSCO shall reimburse the actual, undisputed Third Party Development Costs quarterly within [**] of receipt of ARIAD US’s [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT MATERIAL quarterly invoice and supporting evidence of the Third Party Development Costs having been incurred. Payment shall be made into such bank account as ARIAD US shall specify from time to time. For the period ending [**], no invoice shall be in excess of [**] (provided that for [**] in which the Effective Date occurs the invoice shall be for a pro-rated amount) and no invoice shall be delivered before [**]. For clarity if a [**] invoice during the calendar year ending [**] does not include the maximum of [**] any excess may be included in a subsequent invoice for calendar year [**], provided however that no excess at the end of the calendar year [**] may be rolled over to the calendar year [**]. If either the OPTIC Clinical Trial or the OPTIC 2L Clinical Trial is terminated prior to [**], then the maximum aggregate amount owed by ARIAD SWISSCO with effect from the date of termination of the relevant Ongoing Study, shall be [**] of the remaining Ongoing Studies Budget. If both the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial are terminated prior to [**], then no further amounts will be payable by ARIAD SWISSCO after the date of termination of the last of the OPTIC Clinical Trial and the OPTIC 2L Clinical Trial. In addition to the Ongoing Studies Budget, ARIAD SWISSCO shall pay ARIAD US (i) [**] and (ii) [**] ]upon either (a) [**]; or (b) [**]. ] For clarity, [**] will not be [**] in the event of [**]. ] For clarity, [**] will not be [**]. ] For clarity, ARIAD US shall continue to control the conduct of the Ongoing Studies and shall continue to be listed as the sponsor until completion. ARIAD US will be responsible for collection and reporting of all serious adverse events from these trials to the regulatory agencies in which the trials are being conducted. No amounts will be due under this Section 5.3.1 and payable by ARIAD SWISSCO if the Buy-Back Option has been exercised.

Appears in 1 contract

Samples: License Agreement (Incyte Corp)

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