Termination of Co-Commercialization Activities Following Exercise of Denali Royalty Option Sample Clauses

Termination of Co-Commercialization Activities Following Exercise of Denali Royalty Option. If Denali exercises the Denali Royalty Option for a Cost Profit Sharing Product in a Cost Profit Sharing Country, then Denali’s right and responsibility to conduct its portion of the Co-Commercialization Activities in such country for the applicable Cost Profit Sharing Opt Out Product will terminate over a reasonable transition time as specified in this Section 5.2.4(c); provided, however, that (i) unless Sanofi notifies Denali otherwise, Denali’s Co-Commercialization Activities would not terminate if Denali exercises the Denali Royalty Option with respect to a particular Cost Profit Sharing Product in a Cost Profit Sharing Country at a time between [***] before the anticipated date of the launch (as determined by JCC and for which Denali has received written notice) of the relevant Cost Profit Sharing Product in such Cost Profit Sharing Country and [***] following such launch (such time period, the “Launch Window”); and (ii) with respect to any time period outside of the Launch Window, [***] shall be a presumptively reasonable transition period, subject to the Parties’ reasonable determination and agreement otherwise. Notwithstanding the foregoing, in no event shall Denali be responsible for any Allowable Expenses with respect to a Cost Profit Sharing Opt Out Product in a Cost Profit Sharing Opt Out Country after the Co‑Funding End Date for such Cost Profit Sharing Opt Out Product pursuant to Section 7.8.1 (Exercise by Denali) and, to the extent that the JCC requests Denali to continue to conduct any Co-Commercialization Activities after the Co-Funding End Date and during the Launch Window for a particular Product in a particular Cost Profit Sharing Country, Sanofi shall reimburse the FTE Costs and Out-of-Pocket Costs incurred by Denali in the conduct of such Co‑Commercialization Activities that would have been Allowable Expenses had the Co-Funding End Date not occurred.
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Related to Termination of Co-Commercialization Activities Following Exercise of Denali Royalty Option

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