Research Program Selection and Transfer. (i) Within [***] ([***]) Business Days following the distribution of the Company’s assets in accordance with Section 1.2(a) and (b), the non-Initiating Founding Investor will submit a bid, consisting [***] (“First Selection Right Bid”), to the Initiating Founding Investor to obtain the first right to select a Research Program from the most recent Program/Project List with respect to which such Founding Investor desires to acquire exclusive rights; provided, however, that in the event the non-Initiating Founding Investor does not submit such a bid with [***] ([***]) Business Days, the Initiating Founding Investor may assume the rights of the non-Initiating Founding Investor set forth in this Section 1.2(d) with respect to the First Selection Right Bid. The Initiating Founding Investor will have [***] ([***]) Business Days to notify the non-Initiating Founding Investor of its acceptance or rejection of such First Selection Right Bid. (ii) If the Initiating Founding Investor accepts such First Selection Right Bid, (1) The non-Initiating Founding Investor will have the right, upon payment to the Initiating Founding Investor of the [***] set forth in the First Selection Right Bid (which [***] will be due and payable within [***] ([***]) Business Days after acceptance of such bid), to select one Research Program (“Selected Program”). Upon such selection, the non-Initiating Founding Investor will obtain the license set forth in clause (vi) below under Intellectual Property directed to such Selected Program; and. (2) Each of the Founding Investors, starting with the Initiating Founding Investor, will then take turns selecting (by written notice within [***] ([***]) Business Days following the last selection by the other Founding Investor) a Research Program (other than the Selected Program), until all Research Programs on the Program/Project List have been selected by the Founding Investors (and each such selected Research Program is a “Selected Program” hereunder), and each Founding Investor will obtain the rights set forth in clause (vi) below under Intellectual Property directed to the Research Program selected by such Founding Investor. (iii) If the Initiating Founding Investor rejects such First Selection Right Bid, such Founding Investor will submit to the non-Initiating Founding Investor, concurrently with such notice of rejection, a counterbid which is higher than such First Selection Right Bid by at least [***]% or $[***] (whichever is higher). The non-Initiating Founding Investor will have [***] ([***]) Business Days to accept or reject such counterbid. (iv) If the non-Initiating Founding Investor accepts such counterbid, the Initiating Founding Investor will have the right, upon payment to the non-Initiating Founding Investor of the amount set forth in such counterbid (which amount will be due and payable within [***] ([***]) Business Days after acceptance of such counterbid), to select a Research Program (other than a Selected Program) and each such selected Research Program is a “Selected Program” hereunder. Upon completion of the Buy-Out, the Initiating Founding Investor will obtain from the non-Initiating Founding Investor the rights set forth in clause (vi) below with respect to the Research Program selected by such Founding Investor. (v) If the non-Initiating Founding Investor rejects such counterbid, then such non-Initiating Founding Investor will submit, concurrently with such notice of rejection, its counterbid to the Initiating Founding Investor’s counterbid, which counterbid must be higher than the Initiating Founding Investor’s counterbid by at least [***]%, and the process will repeat itself until a bid is accepted or no counterbid exceeds the prior bid or counterbid by at least [***]%. (vi) Each Founding Investor will grant to the other Founding Investor which purchased a Selected Program hereunder (the “Buy-Out Party”), subject to Third Party Rights, an exclusive (to the fullest extent possible) license under Distributed IP (which, with respect to Licensed IP therein, is within the scope of the license granted to the Founding Investor by the Company), to Develop, Manufacture and/or Commercialize the xxXXX Compound(s) and xxXXX Therapeutics included in such Selected Program in the Field. (vii) Such licenses to Distributed IP will be (1) royalty-bearing as set forth in Section 1.2(d)(viii) below, and (2) sublicenseable; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Exhibit D, and will provide that any such Sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor will remain responsible for the performance of its Sublicensees, and will ensure that all such Sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D and (z) in the event of a material default by any of its Sublicensees under a sublicense agreement, such Founding Investor will inform the Company and the other Founding Investor and will take such action, after consultation with such other Parties, which, in such Founding Investor’s reasonable business judgment, will address such default. (viii) Each Founding Investor selecting a Selected Program will (1) pay to the other Founding Investor (or its designated Affiliate) a royalty of [***]% on Net Sales of any Royalty-Bearing Product with respect to such Selected Program, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Exclusivity Period, the royalty rate will be [***]%, and (2) be responsible for milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding Investor, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor or the Company to its Third Party licensors with respect to the licenses granted to such Founding Investor pursuant to Section 1.2(a). The royalty-paying Founding Investor will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding Investor’s Third Party licensors. (ix) Each Founding Investor will assign or exclusively license to the other Founding Investor, to the fullest extent possible, all of its rights and obligations in assets, other than Intellectual Property, distributed by the Company to the Founding Investors pursuant to Section 1.2(a), to the extent such assets are solely related to any of the other Founding Investor’s Selected Programs. In the event any such assets are related to Selected Programs of both Founding Investors, each Founding Investors will assign to or exclusively license the other, to the fullest extent possible, the rights to such assets as they relate to the other Founding Investor’s Selected Programs.
Appears in 2 contracts
Samples: Founding Investor Rights Agreement (Alnylam Pharmaceuticals, Inc.), Founding Investor Rights Agreement (Isis Pharmaceuticals Inc)
Research Program Selection and Transfer. (i) Within [***] ([***]) Business Days following the distribution of the Company’s assets in accordance with Section 1.2(a9.3(a) and (b), the non-Initiating Founding Investor Member will submit a bid, consisting [***] solely of a single up-front cash payment (“First Selection Right Bid”), to the Initiating Founding Investor Member to obtain the first right to select a Research Program from the most recent Program/Project List with respect to which such Founding Investor Member desires to acquire exclusive rights; provided, however, that in the event the non-Initiating Founding Investor Member does not submit such a bid with [***] ([***]) Business Days, the Initiating Founding Investor Member may assume the rights of the non-Initiating Founding Investor Member set forth in this Section 1.2(d9.3(d) with respect to the First Selection Right Bid. The Initiating Founding Investor Member will have [***] ([***]) Business Days to notify the non-Initiating Founding Investor Member of its acceptance or rejection of such First Selection Right Bid.
(ii) If the Initiating Founding Investor Member accepts such First Selection Right Bid,
(1) The non-Initiating Founding Investor Member will have the right, upon payment to the Initiating Founding Investor Member of the [***] amount set forth in the First Selection Right Bid (which [***] amount will be due and payable within [***] ([***]) Business Days after acceptance of such bid), to select one Research Program (“Selected Program”). Upon such selection, the non-Initiating Founding Investor Member will obtain the license set forth in clause (vi) below under Intellectual Property directed to such Selected Program; and.
(2) Each of the Founding InvestorsMembers, starting with the Initiating Founding InvestorMember, will then take turns selecting (by written notice within [***] ([***]) Business Days following the last selection by the other Founding InvestorMember) a Research Program (other than the Selected Program), until all Research Programs on the Program/Project List have been selected by the Founding Investors Members (and each such selected Research Program is a “Selected Program” hereunder), and each Founding Investor Member will obtain the rights set forth in clause (vi) below under Intellectual Property directed to the Research Program selected by such Founding InvestorMember.
(iii) If the Initiating Founding Investor Member rejects such First Selection Right Bid, such Founding Investor Member will submit to the non-Initiating Founding InvestorMember, concurrently with such notice of rejection, a counterbid which is higher than such First Selection Right Bid by at least [***]% or $[***] (whichever is higher). The non-Initiating Founding Investor Member will have [***] ([***]) Business Days to accept or reject such counterbid.
(iv) If the non-Initiating Founding Investor Member accepts such counterbid, the Initiating Founding Investor Member will have the right, upon payment to the non-Initiating Founding Investor Member of the amount set forth in such counterbid (which amount will be due and payable within [***] ([***]) Business Days after acceptance of such counterbid), to select a Research Program (other than a Selected Program) and each such selected Research Program is a “Selected Program” hereunder. Upon completion of the Buy-Out, the Initiating Founding Investor Member will obtain from the non-Initiating Founding Investor Member the rights set forth in clause (vi) below with respect to the Research Program selected by such Founding InvestorMember.
(v) If the non-Initiating Founding Investor Member rejects such counterbid, then such non-Initiating Founding Investor Member will submit, concurrently with such notice of rejection, its counterbid to the Initiating Founding InvestorMember’s counterbid, which counterbid must be higher than the Initiating Founding InvestorMember’s counterbid by at least [***]%, and the process will repeat itself until a bid is accepted or no counterbid exceeds the prior bid or counterbid by at least [***]%.
(vi) Each Founding Investor Member will grant to the other Founding Investor Member which purchased a Selected Program hereunder (the “Buy-Out Party”), subject to Third Party Rights, an exclusive (to the fullest extent possible) license under Distributed IP (which, with respect to Licensed IP therein, is within the scope of the license granted to the Founding Investor Member by the Company), to Develop, Manufacture and/or Commercialize the xxXXX mxXXX Compound(s) and xxXXX mxXXX Therapeutics included in such Selected Program in the Field.
(vii) Such licenses to Distributed IP will be (1) royalty-bearing as set forth in Section 1.2(d)(viii9.3(d)(viii) below, and (2) sublicenseable; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Exhibit DAgreement, and will provide that any such Sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor Member will remain responsible for the performance of its Sublicensees, and will ensure that all such Sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D Agreement and (z) in the event of a material default by any of its Sublicensees under a sublicense agreement, such Founding Investor Member will inform the Company and the other Founding Investor Member and will take such action, after consultation with such other Parties, which, in such Founding InvestorMember’s reasonable business judgment, will address such default.
(viii) Each Founding Investor Member selecting a Selected Program will (1) pay to the other Founding Investor Member (or its designated Affiliate) a royalty of [***]% on Net Sales of any Royalty-Bearing Product with respect to such Selected Program, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Exclusivity Period, the royalty rate will be [***]%, and (2) be responsible for milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding InvestorMember, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor Member or the Company to its Third Party licensors with respect to the licenses granted to such Founding Investor Member pursuant to Section 1.2(a9.3(a). The royalty-paying Founding Investor Member will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding InvestorMember’s Third Party licensors.
(ix) Each Founding Investor Member will assign or exclusively license to the other Founding InvestorMember, to the fullest extent possible, all of its rights and obligations in assets, other than Intellectual Property, distributed by the Company to the Founding Investors Members pursuant to Section 1.2(a9.3(a), to the extent such assets are solely related to any of the other Founding InvestorMember’s Selected Programs. In the event any such assets are related to Selected Programs of both Founding InvestorsMembers, each Founding Investors Member will assign to or exclusively license the other, to the fullest extent possible, the rights to such assets as they relate to the other Founding InvestorMember’s Selected Programs.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Isis Pharmaceuticals Inc)
Research Program Selection and Transfer. (i) Within [...***...] ([***]) Business Days following the distribution of the Company’s assets in accordance with Section 1.2(a) and (b), the non-Initiating Founding Investor will submit a bid, consisting [...***...] (“First Selection Right Bid”), to the Initiating Founding Investor to obtain the first right to select a Research Program from the most recent Program/Project List with respect to which such Founding Investor desires to acquire exclusive rights; provided, however, that in the event the non-Initiating Founding Investor does not submit such a bid with [...***...] ([***]) Business Days, the Initiating Founding Investor may assume the rights of the non-Initiating Founding Investor set forth in this Section 1.2(d) with respect to the First Selection Right Bid. The Initiating Founding Investor will have [...***...] ([***]) Business Days to notify the non-Initiating Founding Investor of its acceptance or rejection of such First Selection Right Bid.
(ii) If the Initiating Founding Investor accepts such First Selection Right Bid,
(1) The non-Initiating Founding Investor will have the right, upon payment to the Initiating Founding Investor of the [...***...] set forth in the First Selection Right Bid (which [...***...] will be due and payable within [...***...] ([***]) Business Days after acceptance of such bid), to select one Research Program (“Selected Program”). Upon such selection, the non-Initiating Founding Investor will obtain the license set forth in clause (vi) below under Intellectual Property directed to such Selected Program; and.
(2) Each of the Founding Investors, starting with the Initiating Founding Investor, will then take turns selecting (by written notice within [...***...] ([...***...]) Business Days following the last selection by the other Founding Investor) a Research Program (other than the Selected Program), until all Research Programs on the Program/Project List have been selected by the Founding Investors (and each such selected Research Program is a “Selected Program” hereunder), and each Founding Investor will obtain the rights set forth in clause (vi) below under Intellectual Property directed to the Research Program selected by such Founding Investor.
(iii) If the Initiating Founding Investor rejects such First Selection Right Bid, such Founding Investor will submit to the non-Initiating Founding Investor, concurrently with such notice of rejection, a counterbid which is higher than such First Selection Right Bid by at least [...***...]% or $[...***...] (whichever is higher). The non-Initiating Founding Investor will have [...***...] ([***]) Business Days to accept or reject such counterbid.
(iv) If the non-Initiating Founding Investor accepts such counterbid, the Initiating Founding Investor will have the right, upon payment to the non-Initiating Founding Investor of the amount set forth in such counterbid (which amount will be due and payable within [...***...] ([***]) Business Days after acceptance of such counterbid), to select a Research Program (other than a Selected Program) and each such selected Research Program is a “Selected Program” hereunder. Upon completion of the Buy-Out, the Initiating Founding Investor will obtain from the non-Initiating Founding Investor the rights set forth in clause (vi) below with respect to the Research Program selected by such Founding Investor.
(v) If the non-Initiating Founding Investor rejects such counterbid, then such non-Initiating Founding Investor will submit, concurrently with such notice of rejection, its counterbid to the Initiating Founding Investor’s counterbid, which counterbid must be higher than the Initiating Founding Investor’s counterbid by at least [...***...]%, and the process will repeat itself until a bid is accepted or no counterbid exceeds the prior bid or counterbid by at least [...***...]%.
(vi) Each Founding Investor will grant to the other Founding Investor which purchased a Selected Program hereunder (the “Buy-Out Party”), subject to Third Party Rights, an exclusive (to the fullest extent possible) license under Distributed IP (which, with respect to Licensed IP therein, is within the scope of the license granted to the Founding Investor by the Company), to Develop, Manufacture and/or Commercialize the xxXXX Compound(s) and xxXXX Therapeutics included in such Selected Program in the Field.
(vii) Such licenses to Distributed IP will be (1) royalty-bearing as set forth in Section 1.2(d)(viii) below, and (2) sublicenseable; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Exhibit D, and will provide that any such Sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor will remain responsible for the performance of its Sublicensees, and will ensure that all such Sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D and (z) in the event of a material default by any of its Sublicensees under a sublicense agreement, such Founding Investor will inform the Company and the other Founding Investor and will take such action, after consultation with such other Parties, which, in such Founding Investor’s reasonable business judgment, will address such default.
(viii) Each Founding Investor selecting a Selected Program will (1) pay to the other Founding Investor (or its designated Affiliate) a royalty of [...***...]% on Net Sales of any Royalty-Bearing Product with respect to such Selected Program, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Exclusivity Period, the royalty rate will be [...***...]%, and (2) be responsible for milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding Investor, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor or the Company to its Third Party licensors with respect to the licenses granted to such Founding Investor pursuant to Section 1.2(a). The royalty-paying Founding Investor will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding Investor’s Third Party licensors.
(ix) Each Founding Investor will assign or exclusively license to the other Founding Investor, to the fullest extent possible, all of its rights and obligations in assets, other than Intellectual Property, distributed by the Company to the Founding Investors pursuant to Section 1.2(a), to the extent such assets are solely related to any of the other Founding Investor’s Selected Programs. In the event any such assets are related to Selected Programs of both Founding Investors, each Founding Investors will assign to or exclusively license the other, to the fullest extent possible, the rights to such assets as they relate to the other Founding Investor’s Selected Programs.
Appears in 1 contract
Samples: Founding Investor Rights Agreement (Regulus Therapeutics Inc.)
Research Program Selection and Transfer. (i) Within [***] ([***]) Business Days following the distribution of the Company’s assets in accordance with Section 1.2(a9.3(a) and (b), the non-Initiating Founding Investor Member will submit a bid, consisting [***] solely of a single up-front cash payment (“First Selection Right Bid”), to the Initiating Founding Investor Member to obtain the first right to select a Research Program from the most recent Program/Project List with respect to which such Founding Investor Member desires to acquire exclusive rights; provided, however, that in the event the non-Initiating Founding Investor Member does not submit such a bid with [***] ([***]) Business Days, the Initiating Founding Investor Member may assume the rights of the non-Initiating Founding Investor Member set forth in this Section 1.2(d9.3(d) with respect to the First Selection Right Bid. The Initiating Founding Investor Member will have [***] ([***]) Business Days to notify the non-Initiating Founding Investor Member of its acceptance or rejection of such First Selection Right Bid.
(ii) If the Initiating Founding Investor Member accepts such First Selection Right Bid,
(1) The non-Initiating Founding Investor Member will have the right, upon payment to the Initiating Founding Investor Member of the [***] amount set forth in the First Selection Right Bid (which [***] amount will be due and payable within [***] ([***]) Business Days after acceptance of such bid), to select one Research Program (“Selected Program”). Upon such selection, the non-Initiating Founding Investor Member will obtain the license set forth in clause (vi) below under Intellectual Property directed to such Selected Program; and.
(2) Each of the Founding InvestorsMembers, starting with the Initiating Founding InvestorMember, will then take turns selecting (by written notice within [***] ([***]) Business Days following the last selection by the other Founding InvestorMember) a Research Program (other than the Selected Program), until all Research Programs on the Program/Project List have been selected by the Founding Investors Members (and each such selected Research Program is a “Selected Program” hereunder), and each Founding Investor Member will obtain the rights set forth in clause (vi) below under Intellectual Property directed to the Research Program selected by such Founding InvestorMember.
(iii) If the Initiating Founding Investor Member rejects such First Selection Right Bid, such Founding Investor Member will submit to the non-Initiating Founding InvestorMember, concurrently with such notice of rejection, a counterbid which is higher than such First Selection Right Bid by at least [***]% or $[***] (whichever is higher). The non-Initiating Founding Investor Member will have [***] ([***]) Business Days to accept or reject such counterbid.
(iv) If the non-Initiating Founding Investor Member accepts such counterbid, the Initiating Founding Investor Member will have the right, upon payment to the non-Initiating Founding Investor Member of the amount set forth in such counterbid (which amount will be due and payable within [***] ([***]) Business Days after acceptance of such counterbid), to select a Research Program (other than a Selected Program) and each such selected Research Program is a “Selected Program” hereunder. Upon completion of the Buy-Out, the Initiating Founding Investor Member will obtain from the non-Initiating Founding Investor Member the rights set forth in clause (vi) below with respect to the Research Program selected by such Founding InvestorMember.
(v) If the non-Initiating Founding Investor Member rejects such counterbid, then such non-Initiating Founding Investor Member will submit, concurrently with such notice of rejection, its counterbid to the Initiating Founding InvestorMember’s counterbid, which counterbid must be higher than the Initiating Founding InvestorMember’s counterbid by at least [***]%, and the process will repeat itself until a bid is accepted or no counterbid exceeds the prior bid or counterbid by at least [***]%.
(vi) Each Founding Investor Member will grant to the other Founding Investor Member which purchased a Selected Program hereunder (the “Buy-Out Party”), subject to Third Party Rights, an exclusive (to the fullest extent possible) license under Distributed IP (which, with respect to Licensed IP therein, is within the scope of the license granted to the Founding Investor Member by the Company), to Develop, Manufacture and/or Commercialize the xxXXX mxXXX Compound(s) and xxXXX mxXXX Therapeutics included in such Selected Program in the Field.
(vii) Such licenses to Distributed IP will be (1) royalty-bearing as set forth in Section 1.2(d)(viii9.3(d)(viii) below, and (2) sublicenseable; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Exhibit DAgreement, and will provide that any such Sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor Member will remain responsible for the performance of its Sublicensees, and will ensure that all such Sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D Agreement and (z) in the event of a material default by any of its Sublicensees under a sublicense agreement, such Founding Investor Member will inform the Company and the other Founding Investor Member and will take such action, after consultation with such other Parties, which, in such Founding InvestorMember’s reasonable business judgment, will address such default.
(viii) Each Founding Investor Member selecting a Selected Program will (1) pay to the other Founding Investor Member (or its designated Affiliate) a royalty of [***]% on Net Sales of any Royalty-Bearing Product with respect to such Selected Program, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Exclusivity Period, the royalty rate will be [***]%, and (2) be responsible for milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding InvestorMember, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor Member or the Company to its Third Party licensors with respect to the licenses granted to such Founding Investor Member pursuant to Section 1.2(a9.3(a). The royalty-paying Founding Investor Member will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding InvestorMember’s Third Party licensors.
(ix) Each Founding Investor Member will assign or exclusively license to the other Founding InvestorMember, to the fullest extent possible, all of its rights and obligations in assets, other than Intellectual Property, distributed by the Company to the Founding Investors Members pursuant to Section 1.2(a9.3(a), to the extent such assets are solely related to any of the other Founding InvestorMember’s Selected Programs. In the event any such assets are related to Selected Programs of both Founding InvestorsMembers, each Founding Investors Member will assign to or exclusively license the other, to the fullest extent possible, the rights to such assets as they relate to the other Founding InvestorMember’s Selected Programs.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Alnylam Pharmaceuticals, Inc.)
