Phase 1 Portion Participation Right Clause Samples

Phase 1 Portion Participation Right. (a) At the final meeting of the JSC prior to expiration of the Term (but in any case at least [***] ([***]) days prior to expiration of the Term) or at any time prior thereto at the written request of Celgene from time to time, with respect to any Programs for which Celgene has exercised its IND Option but for which the Phase 1 Option Term has not yet expired, Prothena shall (a) prepare and provide to Celgene a written list setting forth the Collaboration Target under any such Program and all Lead Candidates and Development Candidates that Target the Collaboration Target under the applicable Program, (b) prepare and provide to Celgene a summary of the status of the Development activities under any such Program and (c) provide to Celgene all available data and information then in Prothena’s (or its Affiliates’) Control related to the Collaboration Target, Lead Candidates and/or Development Candidates under any such Program, including a summary of [***] as well as the status of and information related to any Phase 1 Clinical Trial. Upon request by Celgene the Parties shall promptly meet to discuss each such Collaboration Target (including the Lead Candidates and Development Candidates under the applicable Program) and data and information relating thereto as provided to Celgene pursuant to this Section 2.5.1(a). (b) Following exercise of its IND Option for a given Program, Celgene shall have the right, at its discretion upon written notice to Prothena, to take over such Program (as and to the extent determined by Celgene, on a Program-by-Program basis) to continue the Development of Collaboration Candidates and Collaboration Products under such Program to completion of the Phase 1 Clinical Trial (the “Celgene Phase 1 Portion Participation Right”). If Celgene decides to take over such Program, then in the event that any Phase 1 Clinical Trial has been commenced by or on behalf of Prothena as of the time Celgene exercises its ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Portion Participation Right, the Parties will coordinate in good faith the conduct of such Phase 1 Clinical Trial, which may include, at Celgene’s written request, the transition of the conduct of such Phase 1 Clinical Trial to Celgene or wind-down of such Phase 1 Clinical Trial (in accordance with Applicable Law and ethical standards applicable to such Phase 1 Clinical Trial). In the event that Celgene exercises its ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Portion Participation Right with respect to one or more Programs, then the following shall ...