Xxxxxx Option. SuperGen shall have ninety (90) days from completion of the Phase III pancreatic cancer clinical studies with the Product to determine whether the results of such study are sufficient to support an NDA filing for the Product in the United States. In the event that SuperGen determines that such results are insufficient to support such a filing and SuperGen elects not to continue any further development of the Product, Xxxxxx shall have the option to thereafter assume all development and registration activities for the Product in the Territories, including but not limited to conducting or having conducted, and completing or having completed, all clinical studies and other activities required for Regulatory Approvals under the Development Plan. Xxxxxx shall use reasonable efforts to pursue such development and registration activities under the Development Plan with the objective of filing applications for Regulatory Approval throughout the Territories. In the event that Xxxxxx exercises its option under this Section 3.9, (i) Xxxxxx shall further develop the Product at Xxxxxx'x sole cost and expense and in Xxxxxx'x sole discretion as to the development strategy and plan, and (ii) SuperGen shall transfer to Xxxxxx all of the filing materials and information in SuperGen's possession or control necessary for Xxxxxx to develop the Product and file for Regulatory Approvals. In such event (i) for the U.S. Territory, the provisions for profit sharing under Article 6 below shall not apply and instead the Parties shall negotiate in good faith a royalty based on Xxxxxx'x Net Sales in the U.S. Territory; and (ii) the provisions of Article 7 below shall apply for the International Territory.
Xxxxxx Option. For a period of fifteen (15) days after ------------- the giving of the Offering Notice pursuant to Section 3.2.1 (the "Xxxxxx Option ------------- Period"), Xxxxxx shall have the right (the "Xxxxxx Option") to purchase all but ------ ------------- not less than all of the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. The right of Xxxxxx to purchase the Offered Securities under this Section 3.2.2 shall be exercisable by the delivery by Xxxxxx of a written notice of the exercise thereof, prior to the expiration of the 15-day period referred to above, to the Transferring Stockholder, with a copy to the Company, the General Atlantic Stockholders and the Additional Stockholders, which notice shall state Xxxxxx'x intention to purchase the Offered Securities. The failure of Xxxxxx to respond within such 15-day period shall be deemed to be a waiver of Xxxxxx'x rights under Section 3.2.2. Xxxxxx may waive his rights under Section 3.2.2 prior to the expiration of the 15-day period by giving written notice to the Transferring Stockholder, with a copy to the Company, the General Atlantic Stockholders and the Additional Stockholders.
Xxxxxx Option. HOB hereby grants Xxxxxx the right to purchase up to ------------- 212,963 shares of its Class A Convertible Preferred Stock, at the same purchase price offered to other investors in the Private Placement. Such right may be exercised by Pisano at any time, in whole or in part, before the earlier of the date that is three years after the Initial Closing of the Private Placement or the date of HOB's initial public offering of securities pursuant to a firm commitment underwriting agreement.
Xxxxxx Option. 4.1 For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by Noranda) and the covenants and agreements of Xxxxxx set out in this Agreement, Noranda hereby grants to Xxxxxx the sole and exclusive right and option to acquire an undivided 50% right, title and interest in and to the Xxxxxxxx Property subject to the terms of this Agreement.
Xxxxxx Option. Before an arbitrator has been appointed to determine a Dispute, the Agent (if acting on its own behalf) may (and shall, when acting on behalf of the Lenders, if so instructed by the Majority Lenders) by notice in writing to all other Parties require that all Disputes or a specific Dispute be heard by a court of law. If the Agent gives such notice, the Dispute to which that notice refers shall be determined in accordance with Clause 39.1 (Jurisdiction).
Xxxxxx Option. Simultaneously with the execution hereof, Xxxxxx Xxxxxx has delivered to Alkaloida or its affiliates (a) certified copies of (i) the certificate of incorporation of Xxxxxx, and (ii) the bylaws of Xxxxxx, each as amended and currently in effect; (b) (i) the share certificates representing 3 shares of Class B Common Stock of Xxxxxx (the “Xxxxxx B Shares”) and (ii) for each such share certificate, a fully completed and duly executed assignment of stock power, a form of which is attached hereto as Exhibit I; (c) letters of resignation, in the form attached hereto as Exhibit J, executed by each of the directors of Xxxxxx; and (d) the share certificates representing all 2,600 Founders’ Shares of Taro held by Xxxxxx. Xxxxxx Xxxxxx hereby represents and warrants to Alkaloida and its affiliates that, immediately prior to such delivery, he was the record and beneficial owner of all the Xxxxxx B Shares and Xxxxxx was the record and beneficial owner of all the Founders’ Shares of Taro, in each case, free and clear of any liens, claims or encumbrances, and that the Xxxxxx B Shares, together with the Xxxxxx A Shares, comprise all of the issued and outstanding capital stock of Xxxxxx.
Xxxxxx Option. Xxxxxxx Xxxxxx, an employee of the Company ("Xxxxxx"), holds an option to acquire 10,000 shares of Company Common Stock at a price of $3.00 per share (the "Xxxxxx Option"). It is a condition to TSI's and Newco's obligation to close hereunder, that (i) prior to the Closing hereunder, the Company shall buy out the Xxxxxx Option from Xxxxxx in return for a cash payment (the "Option Payment") agreed upon between Xxxxxx and the Company, so that the Xxxxxx Option is terminated and of no further force and effect; and (ii) that in connection with such buyout of the Xxxxxx Option, the Company shall obtain a release from Xxxxxx of any claims Xxxxxx has or may have under or in connection with the Option or with respect to the shares of Company Common Stock which could have been acquired pursuant thereto, which release shall be acceptable in form and substance to TSI and to the Company. Amounts expended by the Company in order to buy out the Xxxxxx Option shall be reflected in the determination of Closing Book Value.
Xxxxxx Option. The Company shall have bought out the Xxxxxx Option and shall have obtained a release from Xxxxxx as provided in Section 1A.1 hereof.
Xxxxxx Option. SuperGen shall have ninety (90) days from completion of the Phase III pancreatic cancer clinical studies with the Product to determine whether the results of such studies are sufficient to support an NDA filing for the Product in the United States. In the event that SuperGen determines that such results are insufficient to support such a filing and [________________________].
Xxxxxx Option. ............ 2.3(a) Xxxxxx Optionholder......................................... 2.3(a) A-iv
