Option Products definition
Examples of Option Products in a sentence
In the event that CDS grants Alimera a license to one or more Option Products pursuant to Section 5.8.3, the reservation of rights by CDS will remain the same as set forth in Section 5.6.1, except that the phrase “Products and Option Products for which CDS has granted a license to Alimera” shall be substituted in place of “Products” wherever it is used in Section 5.6.1 during the term of any such license.
Subject to the terms and conditions of this Agreement, TAIHO may, in its sole discretion, exercise the Option with respect to an Arcus Program at any time during the Exercise Period for such Arcus Program by delivering written notice of exercise to Arcus prior to expiration of the Exercise Period for such Arcus Program, whereupon the License shall immediately and automatically become effective with respect to the Option Products in such Arcus Program.
The Joint Steering Committee shall monitor and discuss the overall plan and progress of the Development and Commercialization of Antibodies and Compounds with respect to which Arcus intends or already has initiated IND Enabling Studies, for so long as such Antibodies and Compounds may become or are Option Products.
Such Research Support shall be related to the development of Ultragenyx Pipeline Products (in each case, other than Exercised Products) or Licensed Option Products (in each case, in connection with an Option Product License Agreement), and shall include medicinal chemistry, testing of compounds in disease animal models, drug formulation and clinical development support.
In other words, TAIHO must exercise the Option in relation to all Option Products in an Arcus Program and not with respect to select Option Products in an Arcus Program.
Each Exercised Product License Agreement and Option Product License Agreement shall provide that, upon expiration of the applicable royalty term, Takeda shall have a non-exclusive, fully-paid up and irrevocable license with respect to the Exercised Products and Licensed Option Products, respectively.
Notwithstanding the foregoing, following the execution of an Option Product License Agreement and/or Exercised Product License Agreement covering an Option Product, the terms of such license agreement(s) shall govern the handling of the preparation, filing, prosecution and maintenance of Patents covering the Option Product(s).
After exercise of the Takeda Option, Takeda will use Commercially Reasonable Efforts to Exploit the Exercised Products in the Takeda Option Field in the Exercised Countries at its sole cost and expense; provided, however, notwithstanding the above, Takeda’s financial commitment toward global Development costs for Licensed Option Products and an Ultragenyx Pipeline Products will be in accordance with the terms set forth in Section 8.6.
In addition, following execution by Arcus of a Third Party Agreement or Arcus Partner Agreement during the applicable Exercise Period pursuant to which Arcus obtains or grants rights pertaining to any Option Products, Arcus will, promptly after execution thereof and in conjunction with each item due from Arcus to TAIHO under subsections (i) through (iii) below, provide TAIHO with a copy of such Third Party Agreement or Arcus Partner Agreement, as applicable.
Any and all Option Products in Arcus Programs for which TAIHO has exercised the Option during the applicable Exercise Period and in connection with which it has obtained the License shall be referred to herein as “Licensed Products”.