ROFN Term definition

ROFN Term shall have the meaning set forth in Section 2.2(a).

ROFN Term has the meaning set forth in Section 2.9.

ROFN Term has the meaning set forth in Section 8.1(a).

Examples of ROFN Term in a sentence

• For the avoidance of doubt, until expiration of the ROFN Term, without Xxxxxxx’x exercise of the Option, Company shall not grant any Third Party any right to Develop (except as a subcontractor on Company’s behalf) or Commercialize any Compounds in the Field.

• Subject to the terms and conditions of this Agreement, Xxxxxxx may exercise the ROFN at any time during the ROFN Term by sending written notice of such exercise (“Exercise Notice”) to Company.

• Upon expiration of the ROFN Term or, if the ROFN has been exercised during the ROFN Term, expiration of the Negotiation Period, the JDC shall be disbanded.

• Before entering into discussions with any Third Party during the ROFN Term, Spark shall notify Pfizer in writing (a “ROFN Notice”) that it may pursue a potential transaction involving the Hemophilia A Program.

• If Xxxxxxx does not exercise the ROFN during the ROFN Term by providing an Exercise Notice to Company, then the ROFN shall terminate and Company shall be free to grant rights to Compounds and Products in the Field to one or more Third Parties.

More Definitions of ROFN Term

ROFN Term means the period of time commencing on [**] and ending on [**]; provided that, if the last day of the month in which Hutchmed provides notice to Epizyme that the ROFN POC Date has occurred is prior to the commencement of the ROFN Term, then the ROFN shall lapse unless, at Epizyme’s discretion, Epizyme pays the ROFN Term Payment for each month between the ROFN POC Date and [**] pursuant to Section 9.7. If Epizyme does not pay the ROFN Term Payment after the ROFN POC Date and until the commencement of the ROFN Term pursuant to Section 9.7, the ROFN will expire on the ROFN POC Date. As used in this Agreement, “ROFN POC Date” means the earlier of (i) the date upon which Hutchmed or any Affiliate or licensee [**] Hutchmed Dual Inhibitor Product in the Territory or (ii) the date upon which Hutchmed or any Affiliate or licensee [**] Hutchmed Dual Inhibitor Product in the Territory. Hutchmed shall provide prompt written notice to Epizyme of the occurrence of the ROFN POC Date. From the Effective Date and until the expiration of the ROFN Term and ROFN Negotiation Period, if any, Hutchmed and its Affiliates shall not: (A) Develop any Hutchmed Dual Inhibitor Product for use as part of a combination therapy in or outside the Territory in the Hutchmed Non-Compete Field, (B) Develop any Hutchmed Dual Inhibitor Product for use as a monotherapy in or outside the Territory in the Hutchmed Non-Compete Field, provided that, notwithstanding the foregoing, Hutchmed or its Affiliates may conduct in or outside the Territory one or more Phase 1 Clinical Trial and only one Phase 2 Clinical Trial of the Hutchmed Dual Inhibitor as a monotherapy per indication in any indication, (C) Commercialize any Hutchmed Dual Inhibitor Product outside the Territory, (D) negotiate or engage in discussions with, nor grant any rights of any kind to, any Third Party with respect to the Development or Commercialization of any Hutchmed Dual Inhibitor Product and Hutchmed Dual Inhibitor Product IP outside of the Territory, or (E) Develop or Commercialize in or outside of the Territory the Hutchmed Dual Inhibitor Product for use in any combination therapy where any other active pharmaceutical ingredient in such combination therapy is in the same Drug Class as an Other Combination Drug that is part of a Combination Therapy with a Licensed Product being Developed or Commercialized by a Hutchmed Entity under this Agreement or by an Epizyme Entity.

ROFN Term means the period beginning on the Effective Date and expiring on the earliest of (a) the seventh (7th) anniversary of the Effective Date, (b) the date on which Biogen has provided ROFN Exercise Notices to Denali in respect of two (2) ROFN Programs in accordance with Section 4.2 (ROFN), (c) the termination of this Provisional Collaboration and License Agreement (other than as a result of the execution of the Definitive ROFN and Option Agreement) and (d) the termination of the Definitive ROFN and Option Agreement.

ROFN Term shall commence upon [***] and end upon [***] Following Precision’s receipt of the Servier ROFN Election Notice, and solely in the event that [***] the Parties agree to negotiate in good faith regarding the main terms of a Commercialization License for a period of [***] following delivery of the Servier ROFN Election Notice by Servier (which may be extended upon mutual agreement of the Parties) (the “Negotiation Period”). For the avoidance of doubt, each Party is free to negotiate for any and all terms of a Commercialization License that such Party believes in good faith are appropriate and in such Party’s best interest. Neither Party is required under this Article 4 to agree upon any terms of or to enter into any agreement for a Commercialization License.

ROFN Term has the meaning set out in Section 4.2(a).

ROFN Term has the meaning set forth in Section 7.6(c).

ROFN Term means five (5) years starting from the Effective Date.

ROFN Term has the meaning set forth in Section 2.3.4.