Examples of ROFN Exercise Notice in a sentence
If the TPTX Acquirer ROFN Exercise Notice has not been received by Zai on or prior to the date Zai files the first Regulatory Approval Application for the first Product in the Territory, the TPTX Acquirer ROFN shall automatically expire upon such date, and Zai shall thereafter be free to enter into an agreement with a Third Party for the co-Commercialization of any and all Products in the Territory.
Pfenex may not file an IND for a [***] ROFN Product until Jazz declines its ROFN, Jazz’s ROFN expires without delivery by Jazz to Pfenex of a ROFN Exercise Notice, or the Parties fail to enter into a ROFN Exercise Agreement for such ROFN Product in accordance with the terms of Section 2.5.
Jazz shall have the right to exercise the ROFN for each ROFN Product by delivery of written notice to Pfenex (a “ROFN Exercise Notice”) within sixty (60) days of Jazz’s receipt of the ROFN Data Package for such ROFN Product in accordance with the terms of this Section 2.5. If Jazz does not provide a ROFN Exercise Notice to Pfenex within sixty (60) days after Jazz’s receipt of the applicable ROFN Data Package, then Jazz’s ROFN shall lapse only with respect to such ROFN Product.
Until the expiration of such ROFN with respect to a Passed Terminated Xxxxxxx Product in accordance with this Section 3.7.1 (ROFN Exercise Notice), Morphic will not enter into negotiations or an agreement with any Third Party relating to any license, grant or other transfer of rights with respect to such Passed Terminated Xxxxxxx Product (including to further Develop and Commercialize any such product).
If Regeneron fails to deliver the Promotion ROFN Exercise Notice to Kiniksa within such [***] period, then Kiniksa shall thereafter be free to engage in U.S. Promotion Negotiations with Third Parties for, and enter into a written agreement with, any Third Party with respect to the Promotion of such Product (each a “U.S. Third Party Promotion Agreement”) without further obligations under this Section 2.10 (Regeneron ROFN to Promote Products in the U.S.).
If TPTX Acquirer delivers such TPTX Acquirer ROFN Exercise Notice, TPTX Acquirer shall have the exclusive right to negotiate with Zai for a period up to [***] days from the date of the TPTX Acquirer ROFN Exercise Notice (or any additional period of time if mutually agreed in writing by TPTX Acquirer and Zai) (the “TPTX Acquirer ROFN Negotiation Period”) the terms and conditions of such agreement to co-Commercialize the Products in the Territory.
If Regeneron fails to deliver to Kiniksa the Sale ROFN Exercise Notice within such [***] period, then Kiniksa shall thereafter be free to engage in Sale Negotiations with Third Parties for, and enter into a written agreement with respect to, the assignment of such rights to such Product (a “Sale Agreement”) with any Third Party with respect to such Product without further obligations under this Section 2.11 (Regeneron ROFN to Purchase Rights).
If TPTX Acquirer delivers such TPTX Acquirer ROFN Exercise Notice, TPTX Acquirer shall have the exclusive right to negotiate with Zai for a period up to […***…] days from the date of the TPTX Acquirer ROFN Exercise Notice (or any additional period of time if mutually agreed in writing by TPTX Acquirer and Zai) (the “TPTX Acquirer ROFN Negotiation Period”) the terms and conditions of such agreement to co-Commercialize the Products in the Territory.
If the event Regeneron wishes to enter into exclusive negotiations with Kiniksa to obtain the rights that Kiniksa wishes to assign in the Kiniksa Field in the Territory, Regeneron shall provide Kiniksa with notice thereof (“Sale ROFN Exercise Notice”) within [***] after Regeneron’s receipt of the Sale ROFN Exercise Notice.
If Biogen so provides a ROFN Exercise Notice to Denali for such ROFN Program during such [***] period, then Biogen and Denali shall exclusively negotiate in good faith with one another the potential terms of a ROFN Exercise Agreement in respect of such ROFN Program.