Program Option Procedure Clause Samples

Program Option Procedure. (a) In the event that, at any time during the Program Option Period: (i) Gilead is interested in [***]; or (ii) Tango [***] (any such license contemplated by (i) and (ii), a “Program Option License”), the Parties will notify one another thereof (the “Program Option Notice”). If Tango provides a Program Option Notice to Gilead, then such notice shall include a summary in reasonable detail of the drug discovery or development efforts undertaken by Tango with respect to the applicable Program Option Target. For clarity: (x) if neither Party provides a Program Option Notice for a Program Option Target prior to the expiration of such Program Option Period, then, upon such expiration, such Target shall be deemed a Declined Target; and (y) if either Party provides a Program Option Notice for a Program Option Target prior to the expiration of such Program Option Period, then the remainder of this Section 2.9.3 shall apply with respect to such Program Option Target, regardless of whether the Research Term expires. (b) If Gilead provides Tango with the Program Option Notice, or provides Tango with written notice within [***] of the date of its receipt of a Program Option Notice from Tango that Gilead wishes to negotiate with Tango to obtain a Program Option License, then, in each case, Tango shall disclose the applicable Program Option Data Package to Gilead through the Controlled Disclosure Process. After providing such Data Package, Tango shall, through the Controlled Disclosure Process, promptly provide Gilead with any additional information (including raw data and copies of any Tango Third Party Agreements listed in the Data Package) reasonably requested by Gilead with respect to such Data Package (provided, that such additional information is in Tango’s or its Affiliates’ possession or control and does not require the expenditure of additional funds or the performance of additional studies to generate), or Tango shall notify Gilead in writing during such period that neither Tango nor any of its Affiliates has such additional information in its possession or control, as applicable. Each such Data Package and any such additional information shall be used by Gilead solely to determine whether to negotiate for, or the negotiation of, a Program Option License with respect to the relevant Program Option Target unless and until the Parties enter into a Program Option License with respect to such Target. With respect to copies of Tango Third Party Agreements provided u...