Co-Development Option Exercise Fee Clause Samples

Co-Development Option Exercise Fee. (a) With respect to each Psoriatic Diseases Co-Developed Product, the term “Co-Development Option Exercise Fee” shall mean: (i) if the Co-Development Territory set forth in the Co-Development Option Notice includes the United States, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product; (ii) if the Co-Development Territory set forth in the Co-Development Option Notice includes only the European Union, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product; and (iii) if the Co-Development Territory set forth in the Co-Development Option Notice includes everywhere in the world other than the U.S. and the European Union, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product. For convenience, the option exercise percentage is calculated based upon three assumed elements: (1) that the market split by countries is assumed as United Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. States — [***]%, European Union — [***]% and everywhere in the world other than the U.S. and the European Union — [***]%; (2) that the market potential for Psoriasis is assumed as [***]% of the total IL-23 product market potential; and (3) that the premium for opting in to Co-Development at Phase II is [***]%. Therefore, the Co-Development Percentage for the United States is calculated as [***]%. For example, if ARCHEMIX were to exercise its Co-Development Option with respect to a Psoriatic Diseases Co-Developed Product, and in doing so (x) elected a [***] percent ([***]%) Co-Development Percentage, (y) elected the United States and the European Union as Co-Development Territories and (z) did not elect everywhere else in the world as a Co-Development Territory, then the Co-Development Option Exercise Fee would be a one-time payment equal to [***]% of the Development Costs and Commercialization Costs applicable to such Psoriatic Diseases Co-Developed Product (i.e., [***]). (b) With respect to the Non-Parenteral Development ...