Pre-Option Exercise. Prior to an Option Exercise Date, Voyager shall have the sole and exclusive right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Third Party’s activities concerning any Competitive Infringement that infringes or misappropriates any Voyager Technology or Voyager Collaboration Technology anywhere in the world, including (a) initiating or prosecuting an Infringement Action, or (b) subject to the terms and conditions of this Agreement, granting adequate rights and licenses necessary for continued activities, including development, Manufacture or Commercialization, concerning any Competitive Infringement anywhere in the world to any Third Party who at any time has infringed or misappropriated, or is suspected of infringing or misappropriated, any Voyager Technology, Voyager Collaboration Technology or Joint Collaboration Technology anywhere in the world. Prior to an Option Exercise Date, Voyager also have the sole and exclusive right, but not the obligation, to defend any Challenge Action in the Genzyme Territory with respect to the Voyager Technology or Voyager Collaboration Technology.
Pre-Option Exercise. Subject to Section 7.3.1(b), as between the Parties, Jounce shall have the first right (but not the obligation) to Prosecute and Maintain the Jounce Patents, including Collaboration Patents, which are Controlled by Jounce (which, for clarity, shall never include any of the Patents licensed to Jounce pursuant to Section 7.1.1(b)(i)). Jounce shall keep Celgene informed as to material developments with respect to the Prosecution and Maintenance of such Patents. Jounce shall provide or make reasonably available to Celgene copies of all substantive office actions or any other substantive documents that Jounce receives from any patent office, including notice of all interferences, reissues, re-examinations, inter partes, review, post grant proceedings, oppositions or requests for patent term extensions. Jounce shall also provide Celgene with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such Patents prior to taking any material actions (including the filing of initial applications), and will in good faith consider any comments made by and actions recommended by Celgene, provided however that Celgene does so promptly and consistent with any applicable filing deadlines. [***].
Pre-Option Exercise. Included in each Program Plan will be the Parties’ expectations for Manufacturing activities and supply of Discovery Material during the applicable Program Term. MTEM will use reasonable commercial efforts to ensure timely supply to Takeda of such quantities of Discovery Material as are necessary to accomplish the goals of the Program.
Pre-Option Exercise. Prior to the Amgen Option Effective Date (and thereafter with respect to the foreign counterparts to Collaboration Patent Rights outside the Territory), CK shall have the sole right, but not the obligation, to bring and control the enforcement and defense of the Collaboration Patent Rights, including the right to settle related claims and actions, at its own cost and expense and using counsel of its choice, in consultation with Amgen and the Patent Subcommittee and subject to any decisions of the Patent Subcommittee. Amgen shall reasonably cooperate, as requested by CK, with respect to such enforcement and defense actions, and CK shall reimburse Amgen [***] costs incurred in connection therewith. CK shall keep Amgen and the Patent Subcommittee informed of the progress of any such enforcement action. Without limiting the foregoing, CK shall keep Amgen advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Amgen copies of and an opportunity to review and comment on any such communications, filings and submissions. CK shall not [***] without Amgen’s prior written consent, not to be unreasonably withheld or delayed.
Pre-Option Exercise. On a Program-by-Program basis (excluding the [***] Umbrella Program and the RSPO Umbrella Program), OncoMed may elect to exercise its right to opt-out of the co-Development and co-Commercialization of the applicable Product Candidates for such Program pursuant to this Agreement by providing written notice to Celgene at any time prior to the expiration of the applicable Option Term. In the event OncoMed provides Celgene with such notice, if Celgene exercises its Option for such Program, then the Parties shall enter into a License Agreement, rather than a Co-Development and Co-Commercialization Agreement, as set forth in the provisos in Sections 3.1.1(a) through 3.1.1(d), inclusive.
Pre-Option Exercise. With respect to development activities under a given Collaboration Plan incurred prior to the exercise of the Roche Antigen Option or Roche TCL Option for such Collaboration Plan, or, with respect to a Roche Product, prior to initiation of a Phase II Study for such Roche Product, the Development Costs (including but not limited to GLP Toxicology, if applicable, or selection of the final Product composition that will be used to complete the final preclinical studies for the IND submission, IND, Phase I Study/Clinical PoC study) incurred in conducting development activities for each such Antigen Product and TCL Product in accordance with the applicable Collaboration Plan shall be shared as follows: Collaboration Product: SQZ/Roche [********] SQZ Product: SQZ/Roche [********] Roche Product: SQZ/Roche [********] TCL Product: SQZ/Roche [********] [********]. For the avoidance of doubt, FBMC for Phase I Studies and Clinical PoC studies shall be considered Development Costs and subject to the applicable sharing of such Development Costs.
