Before Option Exercise Sample Clauses
The "Before Option Exercise" clause defines the rights and obligations of the parties prior to the formal exercise of an option under a contract. Typically, this clause outlines what actions or conditions must be met before an option—such as a purchase, renewal, or extension—can be exercised, and may specify notice requirements, timeframes, or limitations on conduct during this period. Its core function is to ensure both parties understand the procedural steps and restrictions that apply before the option is officially taken up, thereby reducing uncertainty and potential disputes about the process.
Before Option Exercise. During the Option Period with respect to a Research Program, Morphic will have the sole right, but not the obligation, to bring and control any legal action to enforce any Morphic Patents or Joint Patents that Cover, and any Morphic Know-How or Joint Know-How that relate to, any Compound or Product that is the subject of such Research Program against any Competitive Infringement in the Territory as it reasonably determines appropriate, and Morphic will consider in good faith the interests of ▇▇▇▇▇▇▇ in such enforcement of such Patents. ▇▇▇▇▇▇▇ will provide reasonable cooperation to Morphic in connection with such legal action in the Territory, including by promptly supplying or executing all papers and instruments, or requiring its employees to supply or execute such papers and instruments, as may be necessary for purposes of initiating and pursuing such legal action in the Territory.
Before Option Exercise. Before Option exercise, AstraZeneca will be responsible for all costs and expenses associated with the AstraZeneca Conducted Activities designated under each Oncology Research and Development Plan. In addition, AstraZeneca will be responsible for paying as a lump sum any Additional Plan Costs resulting from AstraZeneca-Initiated Changes. Isis will permit AstraZeneca to review and approve the Additional Plan Costs before implementing any AstraZeneca-Initiated Changes. Isis and AstraZeneca will update the applicable Oncology Research and Development Plan with any such revised studies and Isis will invoice AstraZeneca for any such approved Additional Plan Costs within 30 days after such Additional Plan Costs are approved. AstraZeneca will pay the invoices submitted pursuant to this Section 4.5.2(b)(i) for such approved Additional Plan Costs within 30 days after AstraZeneca’s receipt of the applicable invoice.
Before Option Exercise. Prior to the exercise of the applicable Option with respect to a Licensed Compound, Hutchison will be responsible for the Prosecution and Maintenance of any (a) Licensed Patents and (b) Patent Rights included in the Joint IP (each such Patent Rights described in sub-clause (b), a “Joint Patent”), in each case ((a)-(b)) necessary or reasonably useful for the Development, Manufacture or Commercialization of any Licensed Product that contains such Licensed Compound, using outside counsel reasonably acceptable to Inmagene. The Licensed Patents will be Prosecuted and Maintained in Hutchison’s name and [***], and the Joint Patents will be Prosecuted and Maintained in both Parties’ names and the costs thereof will be [***]. Hutchison will notify Inmagene of any decision not to file applications for, cease the Prosecution and Maintenance of or not continue to [***] for the Prosecution and Maintenance of any such Patent Rights described in this Section 9.2.1. Hutchison will provide such notice at least [***] ([***]) [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In such event, if Hutchison does not have a bona fide good faith reason for deciding not to Prosecute and Maintain such Patent Right, then Hutchison will permit Inmagene, at its sole discretion and [***], to file or to continue Prosecution and Maintenance of such Patent Right during the Option Term. For the Licensed Patents listed on Schedule 9.2.1 which are Licensed Patents that claim both the Licensed Compounds and other compounds that Hutchison, its Affiliates, licensees or sublicensees is developing (each, a “Hutchison Retained Compound”), Hutchison shall use reasonable efforts, but shall have no obligation, to revise those claims to separate out the Licensed Compounds, and thereafter any patent application and patents that no longer cover any Licensed Compounds or Licensed Products shall no longer be included in Licensed Patents under this Agreement.
Before Option Exercise. Before Option exercise, (i) Isis will control and be responsible for all aspects of the Prosecution and Maintenance of Jointly-Owned Collaboration Patents Covering Isis Development Candidates, and (ii) Roche will control and be responsible for all aspects of the Prosecution and Maintenance of any Jointly-Owned Collaboration Patents Covering Brain Shuttle Development Candidates.
Before Option Exercise. Biogen Idec will be responsible for paying any Additional Development Plan Costs resulting from Biogen-Initiated Changes. Isis will permit Biogen Idec to review, negotiate (with Isis) and approve the Additional Development Plan Costs before implementing any Biogen-Initiated Changes. Isis and Biogen Idec will update the ISIS-SMNRx Development Plan with any such revised studies and Isis will invoice Biogen Idec for any such approved Additional Development Plan Costs. Biogen Idec will pay the invoices submitted pursuant to this Section 1.4.2(a) for such approved Additional Development Plan Costs within 45 days after receipt of the applicable invoice by Biogen Idec.
Before Option Exercise. Before Option exercise, subject to Section 7.2.3 and Section 7.2.4, at Isis’ expense, Isis will control and be responsible for all aspects of the Prosecution and Maintenance of all (x) Brain Shuttle Collaboration Patents solely-owned by Isis that are necessary or useful to Develop or Commercialize a Product eligible to be licensed to Roche under Section 4.1.1 and are not necessary or useful to develop or commercialize products that are not Products (each, an “Isis Product-Specific Brain Shuttle Collaboration Patent”), and (y) Isis Product-Specific Patents, and will use commercially reasonably efforts to Prosecute and Maintain such Patent Rights.
Before Option Exercise. For any Competitive Infringement occurring after the Effective Date but before Option exercise, Ionis will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding with respect thereto, by counsel of its own choice, and Roche will have the right to be represented in that action by counsel of its own choice at its own expense, however, Ionis will have the sole right to control such litigation. Ionis will provide Roche with prompt written notice of the commencement of any such Proceeding, and Ionis will keep Roche apprised of the progress of such Proceeding. If Ionis fails to initiate a Proceeding within a period of ninety (90) days after receipt of written notice of such Competitive Infringement (subject to a ninety (90)-day extension to conclude negotiations, which extension will apply only if Ionis has commenced good faith negotiations with an alleged infringer for elimination of such Competitive Infringement within such ninety (90)-day period), Roche will have the right to initiate and control a Proceeding with respect to such Competitive Infringement by counsel of its own choice; provided that Ionis will have the right to be represented in any such action by counsel of its own choice at its own expense. Notwithstanding the foregoing, Ionis will at all times have the sole right to institute, prosecute, and control any Proceeding under this Section 10.5.2 to the extent involving any Ionis Core Technology Patents or Ionis Manufacturing and Analytical Patents.
Before Option Exercise. On a Collaboration Target-by-Collaboration Target basis, for Product Specific Patents filed prior to Sanofi’s exercise of its Option (or at least one of its Options) for a given Collaboration Target (and Sanofi’s payment to
Before Option Exercise. Until Biogen Idec exercises the Option, Isis will be responsible for all research and Development activities for ISIS 396443 under the ISIS-SMNRx Development Plan and, except as otherwise provided under Section 1.4.2 or Section 1.5, all costs and expenses associated therewith.
Before Option Exercise. Before Option exercise, Ionis will have the sole right, consistent with its practice with its other compounds and products, to issue press releases, publish, present or otherwise disclose the progress and results regarding IONIS-FB-LRx to the public; provided, that with respect to any proposed press release or other similar public communication by Ionis disclosing regulatory discussions, the efficacy or safety data or clinical results related to IONIS-FB-LRx, (i) Ionis will submit such proposed communication to Roche for review at least two (2) Business Days in advance of such proposed public disclosure, (ii) Roche will have the right to review and recommend changes to such communication, and (iii) Ionis will in good faith consider any changes that are timely recommended by Roche.