Co-Promote Option Sample Clauses

Co-Promote Option. (a) In addition to its other reporting obligations under this Agreement, AstraZeneca shall provide to Ardelyx a final report (a “Phase 3 Clinical Study Report”) (i) from the first Phase 3 Clinical Trial Development for the first Licensed Product for the first indication for which such Phase 3 Clinical Trial Development is Completed and (ii) thereafter, if Ardelyx has exercised the Co-Promote Option as set forth below, from any Phase 3 Clinical Trial Development that is subsequently conducted for such Licensed Product for any additional indication and that is Completed within [***] after the date upon which the Phase 3 Clinical Trial Development described in subsection (i) above is completed. Each such Phase 3 Clinical Study Report shall be delivered within thirty (30) days after the date of Completion of the relevant Phase 3 Clinical Trial Development.
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Co-Promote Option. (a) In addition to its other reporting obligations under this Agreement, Sanofi shall provide to Ardelyx a final report (each a “Phase 3 Clinical Study Report”) for each Phase 3 Clinical Trial Completed for (i) the first Program Product to enter a Phase 3 Clinical Trial and (ii) thereafter, if Ardelyx has exercised the Co-Promote Option as set forth below, for each Phase 3 Clinical Trial Completed that is subsequently conducted for any additional Program Products. Each such Phase 3 Clinical Study Report shall be delivered within thirty (30) days after the date of Completion of such Phase 3 Clinical Trial.
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Co-Promote Option. If FMI seeks to promote a CDx (as defined in the Collaboration Agreement) for a Genentech therapeutic in the US, then FMI shall first notify Genentech in writing and offer to Genentech […***…]. Genentech shall have […***…] from the receipt of such notice from FMI to provide FMI with […***…]. If at the end of such […***…] period Genentech has not provided FMI with written notice […***…], then FMI shall have no further obligation with respect to […***…]. If Genentech properly […***…], then the Parties shall […***…]. Notwithstanding the foregoing, FMI shall have the right to promote such product alone, at any time during such […***…], and following such […***…] period, in combination with one or more Third Parties. In addition to the provisions surviving under Section 9.4, this Section shall survive the expiration or termination of this Agreement for so long as the CDx Development Program (as defined in the Collaboration Agreement) remains in effect, except in the case of termination by FMI for Genentech’s material breach.
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Co-Promote Option. For each NextGen Product, Arcellx shall have the option to designate such NextGen Product as a Co-Promote Product by providing written notice to Kite thereof (“Co-Promote Option”) any time prior to [***] days after Arcellx’s receipt of the first Phase 1 Clinical Study Report for such NextGen Product and a proposed Core Development Plan and Core Development Budget for such NextGen Product that includes all Development activities to be conducted until receipt of the first approval of a BLA in the Field in the U.S. for such NextGen Product and good faith estimates for the Development Costs that would be incurred in performance of such activities that reflects Xxxx’s internal planning and budget projections. Kite shall provide the Phase 1 Clinical Study Report and proposed Core Development Plan and Core Development Budget to Arcellx and the DWG promptly following completion of the first Phase 1 Clinical Study Report for such NextGen Product and in any event, no more than [***] months after the last dosing of the last patient in such Phase 1 Clinical Study for the applicable NextGen Product. Promptly following Arcellx’s exercise of its Co-Promote Option with respect to the applicable NextGen Product, the JSC shall approve the proposed Core Development Plan and Core Development Budget for such NextGen Product, including any changes to the proposed Core Development Plan and Core Development Budget mutually agreed by the Parties.
Sample 1
Co-Promote Option. With respect to any Collaboration Product, Prime will also have an option to Co-Promote such Collaboration Product in the Collaboration Territory (“Co-Promote Option”). If Prime desires to exercise its Co-Promote Option with respect to a Collaboration Product, it shall inform Xxxx in writing no later than [***] and the Parties shall enter into a Co-Promotion Agreement in accordance with Section 7.6. The scope of Prime’s co-detailing activities will be set forth in the Co-Promotion Agreement.
Sample 1
Co-Promote Option. (i) For the first Licensed Product for which a Drug Approval Application is filed for in the United States, ATI shall have an option (the “Co-Promote Option”) to Co-Promote such Licensed Product, and all other Licensed Products containing the same Licensed Compound as such Licensed Product (collectively, the “Co-Promotion Products”), to the Co-Promotion Target Audience in the Co-Promotion Territory.
Sample 1
Co-Promote Option. If (i) at any time following one (1) year after Regulatory Approval of a Current Product in the Field in the U.S., neither Aqua, any Affiliate thereof, nor any Sublicensee of either of the foregoing, in all three cases, directly or through one or more Third Party contract sales representative, has sales representatives actively engaged in using Commercially Reasonable Efforts to market and promote a Current Product and, if already launched, a Line Extension Product (for the purposes of this Section, the “Co-promoted Products”) in a particular state of the United States, including through the use of details and sales calls, or (ii) total gross sales of Co-promoted Products in the U.S. are less than $[*] as measured through the end of the second (2nd) complete Calendar Year following the Calendar Year in which First Commercial Sale occurs in the U.S., Athenex shall have the right, itself or through its Affiliates or one or more Third Party contract sales representatives, and subject to approval by the Joint Steering Committee, to co-promote Co-promoted Products in the Field in the case (i) above, in the specific state of the U.S. where neither Aqua, its Affiliate, their Sublicensees, directly or through one or more Third Party contract sales representative, have sales representatives actively engaged in marketing and promoting Co-promoted Products and, in the case (ii) above in the entire U.S. territory, by providing written notice to Aqua at least one hundred eighty (180) days in advance of Athenex’s planned commencement of such co-promote activities; provided, however that if Athenex provides such notice and the Joint Steering Committee agrees to permit such co-promotion Athenex and Aqua shall use good faith Commercially Reasonable Efforts to enter into a reasonable and customary co-promotion agreement containing the terms to be agreed, including among others that (x) Aqua shall at all times provide (or ensure that its Affiliates and/or its or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. EXECUTION DRAFT their Sublicensees provide) Athenex with a complete and accurate list of all FDA-approved, branded Co-promoted Products and their approved indications and (y) Aqua shall pay to Athenex, as elected by Aqua and set forth in the applicable co-promotion agreement between the Parties, either (yi) fifty percent (50%) of the profit on the specific units of the Co-promoted Products co-promoted by Athenex itsel...
Sample 1
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Co-Promote Option. MacroGenics, at its discretion, on or prior to the Co-Promote Option Deadline may elect to co-promote the Products in the U.S. jointly with Takeda, as described in this Section 7.3 (the “Co-Promote Option”). Within approximately [***] after the database lock for the first Phase III Trial in a Primary Indication, Takeda shall deliver to MacroGenics a non-binding projection of the planned commercialization activities in the U.S., including a timeline and a budget for such activities (the “Co-Promote Materials”). After delivery of the Co-Promote Materials, but prior to the Co-Promote Option Deadline, upon MacroGenics’ reasonable request, Takeda shall promptly make available to MacroGenics: (i) its employees and consultants who performed the activities on behalf of Takeda in preparation of the Co-Promote Materials; and (ii) any additional Information or data under Takeda’s possession or control related to the Compounds or the Products that is reasonably useful in evaluating the Co-Promote Materials. MacroGenics may exercise such Co-Promote Option by delivering written notice thereof to Takeda no later than the Co-Promote Option Deadline. If the Co-Promote Option Deadline shall pass without Takeda receiving MacroGenics’ notice under this Section 7.3 that it has exercised the Co-Promote Option, the Co-Promote Option shall immediately and permanently expire. For purposes of clarity, [***] of the Co-Promote Option shall not affect the [***]. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Sample 1
Co-Promote Option. Adolor shall have an option (the “Co-Promote Option”) on a Licensed Product-by-Licensed Product basis to Detail such Licensed Product to mutually-agreed upon physicians (“Adolor Targets”) in the United States. If the Parties are unable to agree upon the Adolor Targets for a specific Calendar Year, and such dispute is not resolved by the USCC pursuant to Section 4.3.6, or otherwise pursuant to the procedures set forth in Section 4.1.4, then the Pfizer Executive shall not have the final decision-making authority with respect to establishing such Adolor Targets; provided, however, that no less than ** of Adolor’s Detail Requirement for such Calendar Year shall be delivered to the physicians included in the Target Audience. Any Details to physicians who are not members of the Target Audience in excess of ** of Adolor’s Detail Requirement for such Calendar Year shall not count as Details when determining whether Adolor is a Shortfall Party under Section 6.11.4. Adolor shall notify Pfizer no later than ** after the ** for a Licensed Product whether Adolor wishes to exercise its Co-Promote Option in regard to such Licensed Product. If Adolor does not exercise its ** Co-Promote Option within such ** period after the **, Adolor shall **. In the event that Adolor exercises the ** Co-Promote Option:
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Related to Co-Promote Option

  • Termination of Piggyback Registration Rights Each Holder’s rights under Section 2.2 shall terminate upon such Holder ceasing to hold at least 1,000,000 of the then outstanding Registrable Securities.

  • Unlimited Piggy-Back Registration Rights For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

  • Priority on Primary Piggyback Registrations If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) that in their good faith opinion the number of securities proposed to be included in such offering exceeds the number of securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities requested to be included therein by holders of securities, including the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among all participating holders on the basis of the number of securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.

  • Unlimited Piggyback Registration Rights For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

  • Piggy-Back Registration Rights 10.1 In the event that the Company proposes to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.

  • Exercise Period of Option Subject to the terms and conditions of this Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option, but only according to the vesting schedule described in Section 9 below, prior to the date which is the last day of the Term set forth on the face hereof following the Grant Date (hereinafter "Expiration Date").

  • Priority on Piggyback Registrations If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.

  • Over Allotment Option 1.2.1. The Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an additional 1,500,000 Units (the “Option Units”) solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s name on Schedule A hereto (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit (net of discounts and commissions) will be $9.80 per Option Unit.

  • Piggyback Registration Rights To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

  • Period of Option Unless the Option is previously terminated pursuant to this Agreement, the term of the Option and this Agreement shall commence on the Date of Grant and shall terminate upon the tenth anniversary of the Date of Grant. Upon termination of the Option, all rights of the Optionee (including, without limitation, his or her guardian or legal representative) hereunder shall cease.

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