Takeda Right to Opt-Out of Profit Sharing Sample Clauses

Takeda Right to Opt-Out of Profit Sharing. In the event of a Trigger Event for one or more Profit Share Products, Takeda may, upon written notice to Neurocrine to be provided within [***] days after [***] that results in the Trigger Event for such Profit Share Product(s), elect to opt-out of the PSP P&L Share with respect to such Profit-Share Products with respect to which the Trigger Event relates (the “Trigger Event Opt-Out”)[***] (the “Trigger Event Opt-Out Effective Date”)]. Notwithstanding any other provision to the contrary set forth in this Agreement, from and after the Trigger Event Opt-Out Effective Date, (a) for all purposes of this Agreement (including under Section 12.2.3 (Indemnification by Neurocrine)), any Profit-Share Product that was the subject of the Trigger Event Activity (i) that was a Phase I Profit-Share Product will no longer be a Phase I Profit-Share Product and will instead be a Phase I Royalty Product, and (ii) that was a Phase II Profit-Share Product will no longer be a Phase II Profit-Share Product and will instead be a Phase II Royalty Product, (b) Neurocrine will be solely responsible for any and all costs and expenses incurred in connection with the Exploitation of such Royalty-Bearing Products, (c) Takeda will not have any funding obligations under any Co-Funded Development Plan, Co-Funded Commercialization Plan, or Co-Funded Medical Affairs Plan, or any rights or obligations pursuant to Section 9.2.1 (Profit and Loss Share), with respect to such Royalty-Bearing Products, and (d) Neurocrine will pay Takeda the applicable RBP Milestone Payments pursuant to Section 9.2.2 (Royalty-Bearing Product Milestone Payments) and the applicable RBP Royalties pursuant to Section 9.2.3 (Royalty-Bearing Product Royalties) with respect to such Royalty-Bearing Products only to the extent arising after the effective date for the Trigger Event Opt-Out.