Secondary Co-Promote Period Sample Clauses

Secondary Co-Promote Period. Except as otherwise provided in Section 3.5.4, during the period commencing on the [***] ([***]) anniversary of the date of the First Commercial Sale of Contrave in the U.S. for the Initial Indication and ending upon [***] (the “Secondary Co-Promote Period”), Orexigen shall have the exclusive option (the “Co-Promote Option”) to Co-Promote such Product in the Field in the U.S. Orexigen may exercise the Co-Promote Option by providing written notice to Takeda at any time prior to [***] during [***] during the Secondary Co-Promote Period, in which case Orexigen shall be permitted to: (a) begin its Co-Promote activities on [***] of the following [***], (b) perform up to [***] ([***]) Primary Detail Equivalents in the [***] ([***]) month period following the start of its Co-Promote activities (i.e., [***] through [***]after exercise of the Co-Promote Option), (c) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perform up to [***] ([***]) Primary Detail Equivalents in each [***] ([***]) month period thereafter (i.e., after the [***] ([***]) month period referenced in Section 3.5.2(b)), and (d) only through Orexigen’s Sales Representatives, [***]. Upon exercise of the Co-Promote Option by Orexigen, and during the Secondary Co-Promote Period, [***]. In addition, notwithstanding anything to the contrary contained in this Agreement: (1) Takeda [***], and (2) Orexigen shall compensate Takeda for all reasonable Third Party costs and internal personnel costs not to exceed [***] Dollars ($[***]), incurred by Takeda in support of Orexigen’s implementation activities necessary to begin Co-Promoting the Product.
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Secondary Co-Promote Period. Except as otherwise provided in Section 3.5.4, during the period commencing on the third (3rd) anniversary of the date of the First Commercial Sale of Contrave in the Territory for the Initial Indication and ending upon expiration or termination of the Term (the “Secondary Co-Promote Period”), Orexigen shall have the exclusive option (the “Co-Promote Option”) to Co-Promote such Product in the Field in the Territory. Orexigen may exercise the Co-Promote Option by providing written notice to Takeda at any time prior to October 1st during each Calendar Year during the Secondary Co-Promote Period, in which case Orexigen shall be permitted to: (a) begin its Co-Promote activities on April 1st of the following Calendar Year, (b) perform up to Two Hundred Fifty Thousand (250,000) Primary Detail Equivalents in the twelve (12) month period following the start of its Co-Promote activities (i.e., April 1st through March 31st after exercise of the Co-Promote Option), (c) perform up to Five Hundred Thousand (500,000) Primary Detail Equivalents in each twelve (12) month period thereafter (i.e., after the twelve (12) month period referenced in Section 3.5.2(b)), and (d) only through Orexigen’s Sales Representatives (in accordance with Section 3.5.5), target any physicians approved by the JCC in the Commercialization Plan, including physicians that are not obstetricians and gynecologists. Upon exercise of the Co-Promote Option by Orexigen, and during the Secondary Co-Promote Period, Takeda shall not be obligated to compensate Orexigen for any portion of Orexigen’s PDE Costs. In addition, notwithstanding anything to the contrary contained in this Agreement: (1) Takeda FINAL VERSION shall have the right to reduce the number of Primary Detail Equivalents to be performed by Takeda during each Calendar Year from and after Orexigen exercises its Co-Promote Option based on the increase in Primary Detail Equivalents to be performed by Orexigen, provided that the total number of Primary Detail Equivalents to be performed by Orexigen and Takeda is not less than the total number of Primary Detail Equivalents in the then-current Commercialization Plan, and (2) Orexigen shall compensate Takeda for all reasonable Third Party costs and internal personnel costs not to exceed Two Hundred Fifty Thousand Dollars ($250,000), incurred by Takeda in support of Orexigen’s implementation activities necessary to begin Co-Promoting the Product.
Sample 1

Related to Secondary Co-Promote Period

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 12:00 p.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 2:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Evaluation Period Customer’s right to use the Services on a Trial Basis are time-limited and will terminate immediately upon the earlier of (i) the trial end date as specified in an Order Form or other document executed by the parties regarding such trial, or (ii) the start date of when Customer purchases a right to use such Services on a non-Trial Basis, or (iii) the date when QuoVadis terminates Customer’s right to use the Services on a Trial Basis (which QuoVadis may do at any time in its sole discretion). Customer must cease using the Services on a Trial Basis upon any such termination.

  • Initial Term Loans Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans:

  • Standstill Period 43.1 The Contract shall not be awarded earlier than the expiry of a Standstill Period of 14 days to allow any dissatisfied candidate to launch a complaint. Where only one Tender is submitted, the Standstill Period shall not apply.

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