Regeneron Rights Sample Clauses

Regeneron Rights. Regeneron may continue to develop and commercialize (on its own or with one or more Third Parties) any Refused Candidate without restriction outside the Discovery Program and this Agreement, unless the Refused Candidate is a Competing Refused Candidate, in which case, Section 2.8(b)(ii) shall apply. In addition, unless Sanofi has exercised its right under Section 5.6(i) to designate the applicable Target for a Refused Candidate as one of its Sanofi Targets, then Regeneron may continue to develop and commercialize (on its own or with one or more Third Parties) any MTCs or other Antibodies against such Target and may practice and use any Regeneron Intellectual Property, including, without limitation, the Mice, in connection with such activities. If Sanofi has designated the applicable Target for the Refused Candidate as a Sanofi Target pursuant to Section 5.6(i), then all Antibodies (including MTCs) against such Target that were generated under the Discovery Program other than the Refused Candidate shall remain part of the Discovery Program.

Regeneron Rights. If the Company proposes to offer or sell any New Securities, then not less than thirty (30) days, and not more than forty (40) days, prior to providing an Offer Notice relating to such New Securities to the Major Investors pursuant to Section 4.2(a), the Company shall first give notice to Regeneron stating the number of New Securities to be offered and the price and terms, if any, upon which it proposes to offer such New Securities (a “Financing Notice”). Regeneron may, by providing written notice to the Company (a “Regeneron Notice”) within thirty (30) days after the Financing Notice is given, elect to purchase, at the price and on the terms specified in the Financing Notice, up to the lesser of: (a) one third (1/3) of the aggregate number of New Securities then being offered (including all New Securities apportioned to Regeneron pursuant to Section 4.2 below), and (b) such number of New Securities such that, immediately following the closing of such purchase and the closing of the sale of all other New Securities the Company then proposes to sell (whether to the Major Investors pursuant to Section 4.2 or otherwise), Regeneron’s Percentage Ownership would be equal to twenty-five percent (25%). The New Securities to be purchased by Regeneron pursuant to this Section 4.1 are referred to as the “Additional Regeneron Shares”. Regeneron shall be entitled to apportion the purchase of the Additional Regeneron Shares among itself and its Affiliates in such proportions as it deems appropriate. The closing of any sale of Additional Regeneron Shares pursuant to this Section 4.1 shall occur concurrently with the sale of New Securities to the Major Investors pursuant to Section 4.2.