Examples of Intrexon Program Option in a sentence
MD Xxxxxxxx Products shall be considered Out-of-Scope Products in accordance with Section 4.5 (a) and ARES TRADING shall have the Intrexon Program Option for such MD Xxxxxxxx Products as set forth in Section 4.5 (c) and depending on whether ARES TRADING opts in or opts out Section 4.5 (d) or (e) shall apply respectively to such MD Xxxxxxxx Products.
If such Out-of-Scope Product is already beyond the Intrexon Program Option exercise timepoint, then ARES TRADING shall at the time of the decision under this 2.5 (b) (i) (2) (B) be granted the option as foreseen under Section 4.5 (c) for Out-of-Scope Products.
In case a Product originates from an Intrexon Program where ARES TRADING has exercised its Intrexon Program Option, the royalty rates set forth below shall increase by [*****] for each tier for such Product (and only for such Product).
If ARES TRADING fails to exercise its Intrexon Program Option under Section 4.5(e), ARES TRADING shall not directly or indirectly, clinically develop or commercialize any Chimeric Antigen Receptor T-Cell Product against such Out-of-Scope Target under this Agreement.
ARES TRADING shall then notify Intrexon about the exercise of the Intrexon Program Option (the “Opt-In”) within sixty (60) days after receipt of the results as described in the previous sentence and will then have to pay Intrexon the Intrexon Program Option Payment within thirty (30) days of receipt of the corresponding invoice by ARES TRADING.
ARES TRADING shall pay to Intrexon a one-time, non-refundable, non-creditable payment of [*****] within thirty (30) days after ARES TRADING’s written exercise of its Intrexon Program Option as set forth in Section 4.5 (c) with regard to an Intrexon Program and following the receipt by ARES TRADING of a corresponding invoice.
For such Intrexon Programs, ARES TRADING shall be entitled to receive [*****] percent ([*****]%) of all financial and non-financial considerations received (i.e. payments coming from a collaboration such as upfront, milestones, royalties, revenues, profit split, equity, fees or sales) for or in connection with the Out-of-Scope Product by Intrexon up to the amount of [*****], (the “One-Time Intrexon Program Option Fee”).
If ARES TRADING does not exercise its Intrexon Program Option, Intrexon shall be entitled to further Exploit such Out-of-Scope Target and Out-of-Scope Product independently from ARES TRADING but subject to the restrictions pursuant to this Agreement, such as – without limitation – the obligation not to develop a Competitive Product.
The Intrexon Program Option provided for in Section 4.5 (e) shall survive the termination for such Intrexon Programs that have been started before the effective date of termination.
Subject to Section 8.2 (c) of this Agreement, ARES TRADING shall pay to Intrexon per each Intrexon Program for which ARES TRADING exercises its Intrexon Program Option a one-time payment of [*****].