Optioned Program definition
Examples of Optioned Program in a sentence
As between the Parties, Adimab shall have the sole right, at its sole expense and in its sole discretion, to prepare, file, prosecute, enforce and maintain (including conducting or participating in interferences and oppositions) all Patents directed to Adimab Program Inventions but not falling within the Optioned Program Antibody Patents or the Adimab Platform Technology Improvements (which, to avoid doubt, are both addressed above).
Upon each notice of receipt of any such subsequent Antitrust Approval for such Optioned Program, there shall occur an additional Option Exercise Closing for such Optioned Program with respect to the applicable jurisdictions.
Each Party shall also continue to bear its share of all Research and Development Costs, Shared Commercialization Costs and Shared Patent Costs incurred during the Termination Notice Period with respect to any such Galapagos Program, Galapagos Molecule, Galapagos Product, Optioned Program, Optioned Molecule or Optioned Product (as applicable).
If Gilead exercises such termination right for any country (but not all countries) in the Gilead Territory, then this Agreement shall remain in effect with respect to all other countries in the Gilead Territory and such country with respect to which Gilead exercised such termination right shall become a country in the Galapagos Territory with respect to the applicable Galapagos Program or Optioned Program, as the case may be.
With respect to each Optioned Program, as promptly as reasonably practicable following the Initial Option Closing, Galapagos shall make available to Gilead copies of all records with respect to such Optioned Program maintained by Galapagos pursuant to Section 2.6(b).
With respect to each Optioned Program and each item set forth in this Section 4.2(a)(i) to be assigned and transferred to Gilead, until the date that such assignment and transfer becomes effective (the “Regulatory Transition Date”), Galapagos shall, under the direction of Gilead, handle all matters involving interactions with a Regulatory Authority with respect to such item.
Subject to Section 14.4(a)(ii), if the ADAMTS-5 Program becomes an Optioned Program and the applicable milestone event below occurs, Gilead shall pay Galapagos the corresponding milestone payment specified below.
For each Optioned Program, each Party shall conduct the activities assigned to it under the applicable R&D Plan and Budget (such activities, collectively, the “Optioned Program R&D Activities”) and use Commercially Reasonable Efforts to achieve the timelines set forth therein.
The JCC shall review, at least […***…], the Global Commercialization Plan and Budget for each Optioned Program and suggest any applicable amendments thereto for review and approval by the JSC.
Each Party shall conduct the activities assigned to it under the Global Commercialization Plan and Budget and shall conduct its Commercialization of the Optioned Products in its Respective Territory in a manner consistent with the Global Commercialization Plan and Budget for the applicable Optioned Program.