Selection of CGI Antigens Sample Clauses

Selection of CGI Antigens. To exercise the Option with respect to an Antigen, CGI must notify ABX in writing (each such notice an "Exercise Notice") that CGI desires ABX to Select an Antigen for CGI for a given Six-Month Period and identify the Antigen. A Form of Exercise Notice is attached hereto as Exhibit E. An Exercise Notice with respect to an Antigen for a given Six-Month Period must be given during the Six-Month Period immediately preceding the Six-Month Period for which the Exercise Notice is given, it being understood that if CGI has not, for each Selection Slot available to CGI for a given Six-Month Period, provided the first Exercise Notice for ---------- [***] 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. such Selection Slot on or before the last day of the preceding Six-Month Period (i.e., on or before December 31st or June 30th), CGI shall be deemed not to have exercised its Option for such Selection Slots. Notwithstanding the foregoing, the Exercise Notice with respect to the Option for the Six-Month Period ending on December 31, 1997 may be given by CGI at any time prior to December 1, 1997, and the Exercise Notice with respect to the Option for the Six-Month Period beginning on January 1, 1998 may be given by CGI at any time prior to January 31, 1998. CGI may also, in cases in which Section 7.1 of the MRLOA applies (i.e., those cases in which CGI has proprietary rights in the Antigen), request in the Exercise Notice that ABX Select the Antigen pursuant to Section 7.1 of the MRLOA; provided, however, that CGI shall provide to ABX for disclosure to JTI the basis for claiming that Section 7.1 of the MRLOA applies. Following receipt of such Exercise Notice: (a) ABX shall promptly and in good faith determine whether, at the time ABX received CGI's Exercise Notice, any of the following conditions (each, an "Impediment") existed: (i) the Antigen so identified by CGI was not then available, under the terms of the MRLOA, for Selection by ABX because (A) ABX or JTI then has in effect a Product License with respect to such Antigen, or has previously Selected such Antigen and has the continuing right to acquire a Product License with respect to such Antigen by reason of such Selection; (B) XT is obligated to grant to a third party other than ABX or JTI exclusive rights to sell one or more Covered Products to such Antigen (or has granted such rights to su...
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Related to Selection of CGI Antigens

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