Co-Commercialization Option Sample Clauses

Co-Commercialization Option. (a) Subject to Articles 4.14, 4.15 and 4.16, in partial consideration for Threshold’s paying its share in the joint Development of the Licensed Product, Merck grants to Threshold an exclusive option to Co-commercialize all, but not less than all, Licensed Product in the Co-commercialization Territory (the “Co-commercialization Option”). [* * *]. For purposes of this Article, the “Notice Period” shall be [* * *] after Licensor’s receipt of notice from Merck of the occurrence of [* * *].
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Co-Commercialization Option. For each Licensed Product containing or consisting of a Co-Development Compound for which PTI has successfully complied with its co-Development obligations (a “Co-Developed Licensed Product”) and has not exercised the Phase II PTI Co-Development Termination Option as provided in Section 5.3, PTI will also have an option to co-Commercialize such Co-Developed Licensed Product in the United States with Biogen Idec (the “Co-Commercialization Option”), which will include the activities undertaken before and after Regulatory Approval that relate to the marketing, promoting, distributing, offering for sale, and selling of the Co-Developed Licensed Product. Biogen Idec will prepare and present to PTI a draft Co-Commercialization Plan for each Co-Developed Licensed Product within [***] after the date of receipt of the final report for the first Phase III Trial for such Co-Developed Licensed Product that is designed to support Regulatory Approval in the United States. To exercise its Co-Commercialization Option with respect to a particular Co-Developed Licensed Product, PTI will notify Biogen Idec in writing no earlier than the date of receipt of such final report and no later than [***] after such date (or, if later, [***] following PTI’s receipt of the draft Co-Commercialization Plan for such Co-Developed Licensed Product). Each such Co-Developed Licensed Product for which PTI exercises the Co-Commercialization Option shall be referred to as a “Co-Commercialized Product”. If PTI so notifies Biogen Idec within such [***] period, the Parties will negotiate in good faith and enter into as soon as reasonably possible a separate co-Commercialization agreement covering the Parties’ respective rights and obligations for such co-Commercialization that includes the terms set forth on Exhibit F. If, with regard to a Co-Developed Licensed Product either (i) PTI fails to provide notice to Biogen Idec of its intention to exercise its Co-Commercialization Option within the aforementioned [***] period, or (ii) prior to the expiration of such [***] period, PTI provides notice to Biogen Idec that it does not intend to exercise its Co-Commercialization Option, then PTI will have no further right to co-Commercialize such Co-Developed Licensed Product. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION ...
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Co-Commercialization Option. If CytomX exercises its Cost Share Option pursuant to Section 6.6 with respect to any Product, CytomX shall have the right to elect to co-Commercialize (including co-promote) such Product (such Cost Share Product, a “Co-Co Product”) in the United States, exercisable upon written notice provided to Astellas no later than [***] prior to the anticipated FDA acceptance for filing of a BLA for such Product in accordance with the Development Plan (the “Co-Commercialization Option”), pursuant to the terms of a written commercialization agreement to be negotiated in good faith between the Parties promptly following [***] exercise by CytomX of its Co-Commercialization Option (the “Commercialization Agreement”). The Commercialization Agreement shall include terms consistent with the provisions set forth on Exhibit D and such other terms as are customary and reasonable in agreements of that type (the “Required Terms”). [***]. If the Parties are unable to agree on the terms of the Commercialization Agreement within [***] months following the date of exercise of the Co-Commercialization Option, then [***].
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Co-Commercialization Option. During the Agreement Term, Bayer will have an option (each, an “Option”) to enter into a worldwide, co-exclusive (with CRISPR), co-development, and co-commercialization agreement (the “Co-Commercialization Agreement”) for two of the following: (i) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Ophthalmology Field, (ii) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Autoimmune Field, and/or (iii) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Hematology A Field (each of the [***] Products described in Section 2.6.1(i), Section 2.6.1(ii) and Section 2.6.1(iii) are an “Eligible Product” and are collectively referred to as the “Eligible Products”), which Option may be exercised by Bayer providing written notice of such exercise to CRISPR as described in Section 2.6.5 and, if such exercise is the first exercise, payment of the amount due under Section 3.1 in connection with such first exercise. For clarity, once Bayer has exercised an Option with respect to an Eligible Product in a particular Field, Bayer may not subsequently exercise its remaining Option for an Eligible Product in the same Field (an “Ineligible Field”). For example, if Bayer exercises an Option for an Eligible Product in the Ophthalmology Field, then Bayer will have one remaining Option that Bayer may exercise for an Eligible Product in the Autoimmune Field or the Hematology A Field, and the Ophthalmology Field will be an Ineligible Field. For the avoidance of doubt, (A) Bayer may only exercise an Option with respect to an Eligible Product and (B) each Eligible Product for which Bayer has exercised its Option may be subject to a separate Co-Commercialization Agreement.
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Co-Commercialization Option. For each of the United States and China, subject to Section ‎5.2.4(b) (Co-Commercialization Agreement), Denali shall have an option (“Co-Commercialization Option”) to elect to provide between [***] and [***] of the Detailing efforts and MSL Activities for each CNS Product in the relevant country for Indications [***] (such percentage range, the “Denali Activities Range”), such activities, collectively, the “Co‑Commercialization Activities” and either such country, once elected, is part of the “Co‑Commercialization Territory” and is a “Co-Commercialization Country” and for so long as the Parties are engaged in Co-Commercialization Activities with respect to such CNS Product in such Co-Commercialization Country, such CNS Product is a “Co-Commercialization Product”). For purposes of the preceding sentence, any efforts with respect to electronic contacts by means of information technology (e.g., videoconferencing) by or on behalf of either Party shall not be considered in determining the percentage of Detailing efforts and MSL Activities provided by Denali. Denali may exercise the Co-Commercialization Option for each such CNS Product in each such country (on a country-by-country and CNS Product-by-CNS Product basis) by (a) providing written notice to Sanofi no later than [***] before the anticipated Commercial launch of the applicable CNS Product in such country; and (b) reasonably demonstrating to Sanofi that Denali has, or will have on a timely basis, resources in place sufficient to perform Denali’s share of the Co-Commercialization Activities for such CNS Product in such country.
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Co-Commercialization Option 
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Related to Co-Commercialization Option

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Commercialization Plans As soon as practicable after formation of the JCC (following Acucela’s exercise of an Opt-In Right under Section 3.1), the JCC shall prepare and approve the initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation (and, if applicable, any New Formulation or Other Indication Product) in the Territory. The Parties shall use Commercially Reasonable Efforts to ensure that such initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation is consistent with the general Commercialization Plan outline set forth in Exhibit C attached hereto and incorporated herein (the “General Commercialization Plan Outline”). The JCC shall prepare and approve a separate Commercialization Plan for Commercialization of Licensed Product for the Initial Indication in the Initial Formulation in the Territory and for Commercialization of each Other Indication Product and New Formulation (if any) in the Territory, and shall update and amend each Commercialization Plan not less than annually or more frequently as needed to take into account changed circumstances or completion, commencement or cessation of Commercialization activities not contemplated by the then-current Commercialization Plan. Amendments and revisions to the Commercialization Plan shall be reviewed and discussed, in advance, by the JCC, and Otsuka agrees to consider proposals and suggestions made by Acucela regarding amendments and revisions to the Commercialization Plan. Any amendment or revision to the Commercialization Plan that provides for an increase or decrease in the number of FTEs for any Phase 3b Clinical Trials or Post-Approval Studies as compared to the previous version of the Commercialization Plan, or that provides for addition or discontinuation of tasks or activities as compared to the previous version of the Commercialization Plan, or that moves forward the timetable for activities reflected in the Commercialization Plan, shall provide for a reasonable ramp-up or wind-down period, as applicable, to accommodate a smooth and orderly transition of Commercialization activities to the amended or revised Commercialization Plan. Each Commercialization Plan shall identify the goals of Commercialization contemplated thereunder and shall address Commercialization (including Co-Promotion) activities related to the Licensed Product (including, if applicable, any Other Indication Product), including:

  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.

  • Commercialization Diligence Novartis shall dedicate commercially reasonable efforts, during each [**] month period, necessary to commercialize a Licensed Product for a Profile, after receipt of Regulatory Approval therefor, in any of the U.S., Japan or the EU Major Market Countries. If Novartis commercializes a Licensed Product for a Profile, after receipt of Regulatory Approval therefor, in any of the U.S., Japan or the EU Major Market Countries, Novartis will be deemed to satisfy all diligence obligations with respect to such Profile.

  • Joint Commercialization Committee As of the Effective Date, the Parties have established a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), composed of up to [ * ] representatives of each Party, to monitor and discuss the Commercialization of Products at the operational level. Each JCC representative shall have knowledge and expertise in the commercialization of products similar to Products. The JCC shall in particular:

  • Development and Regulatory Milestones With respect to each of the following milestones, Ikaria shall pay BioLineRx the corresponding payment set forth below within [**] days after the achievement by Ikaria, its Affiliates or Licensees of such milestone: MILESTONE PAYMENT

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Contract Area, including its abandonment.

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