Profit-Sharing Option Sample Clauses
A Profit-Sharing Option clause establishes the terms under which parties to an agreement will share profits generated from a specific venture or project. Typically, this clause outlines the percentage of profits each party is entitled to, the method for calculating profits, and the timing of distributions. For example, it may specify that profits are calculated after deducting certain expenses and are distributed quarterly. The core function of this clause is to ensure transparency and fairness in the allocation of financial gains, thereby reducing disputes and aligning the interests of the parties involved.
Profit-Sharing Option. On a Licensed Compound-by-Licensed Compound basis, at any time during the Option Exercise Period, subject to Section 8.2.1(c), EPIZYME shall have the right (the “Profit-Sharing Option”), in accordance with this Section 6.1, to elect to jointly Develop and Commercialize with EISAI (or an Affiliate designated by EISAI) such Licensed Compound, any Therapeutic Product or Veterinary Product comprising such Licensed Compound and any related Diagnostic Product(s), in the Field for the United States, which right EPIZYME may exercise in accordance with Section 6.1.3. Following any such exercise, EPIZYME and EISAI (or an Affiliate designated by EISAI) shall negotiate in good faith terms and conditions to be set forth in an agreement, which agreement shall include appropriate plans and budgets, for such joint Development and Commercialization activities (including Manufacturing plans and supply forecasts) with respect to such Shared Product (or provisions for establishing such plans) and shall be based on (a) terms and conditions that are substantially the same as those set forth in Section 6.2, Article 9 and Exhibit E and (b) such other reasonable and customary provisions for transactions of this type as the Parties may agree (such agreement, the “Joint Development and Commercialization Agreement”). Notwithstanding the foregoing, unless and until the Parties enter into a definitive Joint Development and Commercialization Agreement with respect to the applicable Shared Product, the provisions of Section 6.2, Article 9 and Exhibit E, as such terms may be modified by mutual written agreement of the Parties, shall apply and shall be deemed to be the Joint Development and Commercialization Agreement with respect to the applicable Shared Product.
Profit-Sharing Option. If GENE *****, Amgen shall promptly provide written notice to GENE of Amgen's filing of a first Drug Approval Application for such Product in the United States or Canada, which notice shall include the Commercialization Plan for the United States and Canada together with Amgen's non-binding, ***** estimate, in ***** detail, of the Product Contribution for that Commercialization Plan. Within ***** of GENE's receipt of such notice from Amgen, GENE may elect to share profits (and losses) in the United States and/or Canada pursuant to Section 6.6 below in lieu of receiving any royalty payments in those countries, by providing written notice thereof to Amgen. During such *****, and upon GENE's request, Amgen shall promptly provide GENE with an explanation in reasonable detail of the Commercialization Plan *****. The Parties hereby agree that such Commercialization Plan and estimate of such Product Contribution as well as the explanation and information-providing obligations of Amgen set forth in this
Profit-Sharing Option. Following Allergan’s exercise of its Option as to each Collaboration Development Program, on an Allergan Development Program-by-Allergan Development Program basis, (a) Editas may request, and Allergan shall provide, within [**] days following the earliest date on which Allergan has exercised its Option with respect to such Allergan Development Program, a Profit-Sharing Option Information Package and (b) within [**] days of Allergan providing such Profit-Sharing Option Information Package, Editas shall have the right to elect, by written notice to Allergan of such election, to participate with Allergan in the profits and losses resulting from the Development and Commercialization in the United States of Licensed Products from the LCA10 Program and up to one additional Allergan Development Program of Editas’ choosing (each, a “Profit-Sharing Option”) in accordance with the terms and conditions set forth in an agreement (the “Profit-Sharing Agreement”) to be negotiated in good faith between the Parties, which agreement shall be based on the terms and conditions substantially the same as those set forth on Exhibit F and consistent with this Agreement.
Profit-Sharing Option. Alnylam shall have the right, on a Licensed Product-by-Licensed Product basis, to elect to participate with Vir in the Development and Commercialization of a Licensed Product in the Territory as set forth in this Section 4.2 (the “Profit-Sharing Option”) and in accordance with other commercially reasonable terms and conditions set forth in an agreement (the “Profit-Sharing Agreement”) to be negotiated in good faith between the Parties for a period of [***] after the Profit-Sharing Option exercise date, which agreement shall be based on the terms and conditions substantially the same as those set forth in Schedule E, and consistent with this Agreement. In the event the Parties are unable to agree upon a definitive Profit-Sharing Agreement within such time period, either Party may seek a final and binding resolution regarding the commercially reasonable terms of such definitive agreement pursuant to the baseball arbitration provisions in Section 13.3. Notwithstanding the foregoing, in the event that Alnylam does not exercise its Profit-Sharing Option for any Licensed Product Directed to a Collaboration Target, then [***], and Vir shall have no further obligations, under this Section 4.2 with respect thereto. For clarity, the foregoing sentence shall not apply to any Licensed Product directed to such Collaboration Target with respect to which Alnylam has exercised its Profit-Sharing Option.