Development and Commercialization Option definition
Examples of Development and Commercialization Option in a sentence
In addition to the rights set forth above in this Section 2.8, during the [***] of the Research Term, all Target Compounds shall be deemed Candidate Compounds, thereby allowing Sanofi to exercise its Development and Commercialization Option on all such compounds and receive the license set forth in Section 4.2.1 for any such Target Compound as to which Sanofi exercises its Development and Commercialization Option prior to the end of the Research Term.
The date, if any, on which Sanofi has properly exercised its Development and Commercialization Option in accordance with the preceding sentence will be the “Option Exercise Date” for such Licensed Compound for purposes of this Agreement.
The JSC will be entitled to form subcommittees to which it may delegate responsibilities, such as a joint research committee, a joint development committee, a joint manufacturing committee, a joint finance committee, a joint patent committee, or, in the case of the exercise of the Development and Commercialization Option by Codiak, a joint commercialization committee.
Within ten (10) Business Days of each exercise by Sanofi of a Development and Commercialization Option, Sanofi will pay to Rib-X an option exercise fee in the amount of US $[***] per [***] (and the [***]) as to which the relevant Development and Commercialization Option was exercised (the “Option Exercise Fee”).
By way of example, if Sanofi exercises its Development and Commercialization Option with respect to five (5) [***], the total amount of the Option Exercise Fee paid by Sanofi to Rib-X will be US $[***].
Each Development and Commercialization Option will be exercisable as to a particular Candidate Compound during the Research Term.
The costs of any such recall or withdrawal shall be borne solely by Jazz, except where Codiak has exercised a Development and Commercialization Option, in which case any recall expenses with respect to the applicable Licensed Product within the Shared Territory shall be treated as Development Costs prior to First Commercial Sale of the applicable Licensed Product and thereafter as Allowable Expenses.
After first exercise by Sanofi of a Development and Commercialization Option, Sanofi’s report to the JSC will also include a summary of the status and results of Sanofi’s development and manufacturing activities, including those of its Affiliates and Sublicensees, with respect to each Licensed Product.
Notwithstanding the foregoing, Codiak’s Development and Commercialization Option shall be deemed not exercised in respect of a Licensed Product if Jazz notifies Codiak within [***] of receipt of such notice from Codiak that Jazz is exercising its veto right with respect to such Licensed Product, which right may be exercised by Jazz with respect to only one Licensed Product.
For each Optioned Product, Codiak shall be responsible for Development Costs as and to the extent set forth in Section 8.4, including any start-up costs associated therewith whether occurring prior to or after the exercise of the applicable Development and Commercialization Option.