Common use of UNILATERAL DEVELOPMENT AND COMMERCIALIZATION Clause in Contracts

UNILATERAL DEVELOPMENT AND COMMERCIALIZATION. Upon receipt by a Party of an Opt-Out Notice, the receiving Party shall have the right, on written notice to the Opting-Out Party within thirty (30) days following receipt of the Opt-Out Notice (an "ELECTION NOTICE"), to proceed unilaterally with the research, development and commercialization of all Collaboration Antibodies to the applicable Collaboration Target (each, a "UNILATERAL PRODUCT") pursuant to the separate agreement with the Opting-Out Party attached hereto as Appxxxxx X-0 xx Appxxxxx X-0, xs applicable (each, a "UNILATERAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT"). Upon receipt by Medarex of an Election Notice from Northwest with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon receipt by Northwest of an Election Notice from Medarex with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon such amendment of a Unilateral Development and Commercialization Agreement pursuant to this Section 5.1.2, the applicable Antigen shall cease to be a Collaboration Target and Appendix Q shall be amended accordingly, and any licenses granted pursuant to Article 3, with respect to such Antigen and any Antibodies and Antibody Products with respect thereto, shall terminate. The Parties shall work together to ensure a smooth and orderly transition of the Unilateral Products to the non-Opting-Out Party, including the assignment of any contracts with respect to the Exploitation of such Unilateral Products to the non-Opting-Out Party, and the assumption by the non-Opting-Out Party of any obligations thereunder. Except for the obligations provided for in Section 5.1.1, the Opting-Out Party shall have (x) no further financial obligation to support or otherwise fund any additional efforts in respect of such Unilateral Product, and (y) no obligation, responsibility, or authority regarding such additional efforts in respect of such Unilateral Product. In the event that neither Party elects to proceed with the research, development or commercialization of any Collaboration Product with respect to a Collaboration Target, the rights and obligations of the Parties with respect to such Collaboration Target shall be governed by Sections 5.2 and 5.3.

UNILATERAL DEVELOPMENT AND COMMERCIALIZATION. Upon receipt by a Party of an Opt-Out Notice, the receiving Party shall have the right, on written notice to the Opting-Out Party within thirty (30) days following receipt of the Opt-Out Notice (an "ELECTION NOTICEElection Notice"), to proceed unilaterally with the research, development and commercialization of all Collaboration Antibodies to the applicable and Collaboration Target Products (eacheach such antibody and product, a "UNILATERAL PRODUCTDiscontinued Product") pursuant to the separate agreement with the Opting-Out Party attached hereto as Appxxxxx X-0 xx Appxxxxx X-0Appendix F-1 or Appendix F-2, xs as applicable (each, a "UNILATERAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENTUnilateral Development and Commercialization Agreement"). Upon receipt by Medarex of an Election Notice from Northwest PharmAthene, the Unilateral Development and Commercialization Agreement set forth in Appendix F-1 shall be automatically amended to include the Collaboration Target and any Discontinued Products with respect thereto. Upon receipt by PharmAthene of an Election Notice from Medarex with respect to a the Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall Appendix F-2 shall be automatically amended to include such the Collaboration Target as a Unilateral Target and any Antibody Products with respect thereto. Upon receipt by Northwest of an Election Notice from Medarex with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall be automatically amended to include such Collaboration Target and any Antibody Discontinued Products with respect thereto. Upon such amendment of a Unilateral Development and Commercialization Agreement pursuant to this Section 5.1.2, the applicable Antigen Collaboration Target shall cease to be a Collaboration Target and Appendix Q C shall be amended accordingly, all Antibodies and all Antibody Products with respect to the Collaboration Target shall cease to be Collaboration Antibodies or Collaboration Products, as applicable, and any licenses granted pursuant to Article 3, with respect to such Antigen and any Antibodies and Antibody Products with respect thereto, shall terminate. The Parties shall work together to ensure a smooth and orderly transition of the Unilateral Discontinued Products to the non-Opting-Out Party (the "Pursuing Party"), including the assignment of any contracts and transfer of Biological Materials (but not Mice Materials) with respect to the Exploitation of such Unilateral Discontinued Products to the non-Opting-Out Pursuing Party, and the assumption by the non-Opting-Out Pursuing Party of any obligations thereunder. Except for the obligations provided for in Section 5.1.1, the Opting-Out Party shall have (xi) no further financial obligation to support or otherwise fund any additional efforts in respect of such Unilateral ProductDiscontinued Products, and (yii) no obligation, responsibility, or authority regarding such additional efforts in respect of such Unilateral ProductDiscontinued Products. In the event that neither Party elects to proceed with the research, development or commercialization of any Collaboration Product with respect to a Collaboration TargetProduct, the rights and obligations of the Parties with respect to such the Collaboration Target shall be governed by Sections 5.2 and 5.3.

UNILATERAL DEVELOPMENT AND COMMERCIALIZATION. Upon receipt by a Party of an Opt-Out Notice, the receiving Party shall have the right, on written notice to the Opting-Out Party within thirty (30) days following receipt of the Opt-Out Notice (an "ELECTION NOTICE"), to proceed unilaterally with the research, development and commercialization of all Collaboration Antibodies to the applicable Collaboration Target (each, a "UNILATERAL PRODUCT") pursuant to the separate agreement with the Opting-Out Party attached hereto as Appxxxxx Xxxxxxxx X-0 xx Appxxxxx or Xxxxxxxx X-0, xs as applicable (each, a "UNILATERAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT"). Upon receipt by Medarex of an Election Notice from Northwest with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx Xxxxxxxx X-0 xxall shall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon receipt by Northwest of an Election Notice from Medarex with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx Xxxxxxxx X-0 xxall shall be automatically amended to include such Collaboration Target and any Antibody Products with respect thereto. Upon such amendment of a Unilateral Development and Commercialization Agreement pursuant to this Section 5.1.2, the applicable Antigen shall cease to be a Collaboration Target and Appendix Q shall be amended accordingly, and any licenses granted pursuant to Article 3, with respect to such Antigen and any Antibodies and Antibody Products with respect thereto, shall terminate. The Parties shall work together to ensure a smooth and orderly transition of the Unilateral Products to the non-Opting-Out Party, including the assignment of any contracts with respect to the Exploitation of such Unilateral Products to the non-Opting-Out Party, and the assumption by the non-Opting-Out Party of any obligations thereunder. Except for the obligations provided for in Section 5.1.1, the Opting-Out Party shall have (x) no further financial obligation to support or otherwise fund any additional efforts in respect of such Unilateral Product, and (y) no obligation, responsibility, or authority regarding such additional efforts in respect of such Unilateral Product. In the event that neither Party elects to proceed with the research, development or commercialization of any Collaboration Product with respect to a Collaboration Target, the rights and obligations of the Parties with respect to such Collaboration Target shall be governed by Sections 5.2 and 5.3.

UNILATERAL DEVELOPMENT AND COMMERCIALIZATION. Upon receipt by a Party Collaborator of an Opt-Out Notice, the receiving Party Collaborator shall have the right, on written notice to the Opting-Out Party Collaborator within thirty (30) days following receipt of the Opt-Out Notice (an "ELECTION NOTICE"), to proceed unilaterally with the research, development and commercialization of all Collaboration Antibodies to the applicable Collaboration Target (each, a "UNILATERAL PRODUCT") pursuant to the separate agreement with the Opting-Out Party Collaborator attached hereto as Appxxxxx X-0 xx Appxxxxx X-0, xs applicable (each, a "UNILATERAL DEVELOPMENT AND COMMERCIALIZATION AGREEMENT"). Upon receipt by Genmab/Medarex of an Election Notice from Northwest deCODE with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall be automatically amended to include such Collaboration Target and any Antibodies and Antibody Products with respect thereto. Upon receipt by Northwest deCODE of an Election Notice from Genmab/Medarex with respect to a Collaboration Target, the Unilateral Development and Commercialization Agreement set forth in Appxxxxx X-0 xxall be automatically amended to include such Collaboration Target and any Antibodies and Antibody Products with respect thereto. Upon such amendment of a Unilateral Development and Commercialization Agreement pursuant to this Section 5.1.2, the applicable Antigen shall cease to be a Collaboration Target and Appendix Q C shall be amended accordingly, and any licenses granted pursuant to Article 3, with respect to such Antigen and any Antibodies and Antibody Products with respect thereto, shall terminate. The Parties Collaborators shall work together to ensure a smooth and orderly transition of the Unilateral Products to the non-Opting-Out PartyCollaborator, including the assignment of any contracts with respect to the Exploitation of such Unilateral Products to the non-Opting-Out PartyCollaborator, and the assumption by the non-Opting-Out Party Collaborator of any obligations thereunder. Except for the obligations provided for in Section 5.1.1, the Opting-Out Party Collaborator shall have (x) no further financial obligation to support or otherwise fund any additional efforts in respect of such Unilateral Product, and (y) no obligation, responsibility, or authority regarding such additional efforts in respect of such Unilateral Product. In the event that neither Party Collaborator elects to proceed with the research, development or commercialization of any Collaboration Antibody or Collaboration Product with respect to a Collaboration Target, the rights and obligations of the Parties Collaborators with respect to such Collaboration Target shall be governed by Sections 5.2 and 5.3.