Termination of [*] Co-Funding Sample Clauses

Termination of [*] Co-Funding. At any time following the exercise of the [*] Co-Development Option, Merus may provide written notice to Incyte indicating that Merus wishes to permanently cease co-funding the [*] Co-Development Program (the “[*] Co-Funding Termination Notice”) (it being understood that such notice shall be deemed to have been delivered in accordance with Section 5.4(c)(ii)). Effective as of the date of the Co-Funding Termination Notice (the “[*] Co-Funding Termination Date”), the [*] Co-Development Program shall be a [*] Non-Co Program, there shall be no [*] Co-Development Program under this Agreement, and from and after the [*] Co-Funding Termination Date, Section 9.2(a)(ii) shall apply to the [*] Non-Co Program [*] the [*] Co-Funding Termination Date. After the [*] Co-Funding Termination Date, Incyte shall pay Merus an additional royalty at the applicable rate set forth in the table below on Annual Net Sales of the [*] Non-Co Product in the United States under such [*] Non-Co Program that was formerly the [*] Co-Development Program in addition to any royalties that are due on Annual Net Sales of such [*] Non-Co Product in the United States pursuant to Section 9.3(b)(ii) (e.g., if [*] of the [*] Costs, additional Development Costs for such Additional Co-Development Program and applicable Net Losses, if any, are paid by Merus, Merus will receive a royalty of [*] on Annual Net Sales of [*] Non-Co Product in the United States plus the amount specified in Section 9.3(b)(ii)), with the applicable additional royalty rate determined as set forth in the table below. Timing of Opt-Out from [*] Co-Funding Obligation Additional Royalty Rate If the [*] Co-Funding Termination Notice is delivered prior to [*] [* ] If the [*] Co-Funding Termination Notice is delivered after [*] but prior to [*]. [* ] If the [*] Co-Funding Termination Notice is delivered following [*], when Merus has paid [*] of its share of Development Costs prior to such [*] but less than [*] of its share of [*] for the [*] Co-Development Program [*] (the “[*]”). [* ] If the [*] Co-Funding Termination Notice is delivered when Merus has paid [*] of its share of Development Costs prior to [*] and [*] or more, but less than [*], of its share of the [*]. [* ] If the [*] Co-Funding Termination Notice is delivered after Merus has paid [*] of its share of the [*] and [*] of the [*] Co-Funding Termination Notice. 4 % [*] Certain information in this document has been omitted and filed separately with the Securities and Exchan...