Co-Promotion Election Sample Clauses

Co-Promotion Election. (a) Within thirty (30) days of the filing of a BLA for a Product (other than a Product as to which XOMA has Opted Out and not Opted Back In), XOMA may elect by written notice to Alexion to participate in the co-promotion of such Product in the Field in accordance with the terms of this Agreement ("Co-Promotion" or "Co-Promote"). XOMA may elect to Co-Promote on a Product-by-Product and country-by-country basis. XOMA may also elect to co-promote on an indication-by-indication basis, provided that for purposes of this provision, an individual "indication" shall mean a broad grouping of related diseases or conditions (e.g., oncology, transplantation or autoimmune diseases would each be a single "indication").
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Co-Promotion Election. In connection with the exercise of its Development and Commercialization Option with respect to a Licensed Product, by inclusion in the written exercise notice delivered by Codiak to Jazz, Codiak shall indicate whether it desires to co-promote such Optioned Product or not and if so, then it shall indicate what percentage (not to exceed [***]) of all sales representative activities for such Optioned Product it desires to conduct. If Codiak provides this notice, then the Parties shall promptly negotiate and enter into a reasonable, mutually agreed co-promotion agreement in respect of the applicable Optioned Product (a “Co-Promotion Agreement”) consistent with such requested percentage. Codiak and its Affiliates shall market and promote the Optioned Product solely pursuant to and in accordance with the Co-Promotion Agreement and shall otherwise not Commercialize the Optioned Product.
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Co-Promotion Election. Without limiting Export's right to terminate the Agreement in accordance with the terms thereof, Export shall have the right with respect to China, at any time on or after the last day of Agreement Year Five, to terminate the Agreement as it relates to China and to co-promote the Products in China with PFIZER pursuant to the terms of the International Co-Promotion Agreement, dated as of June 28, 1996 between XXXXXX-XXXXXXX and PFIZER (the "International Co-Promotion Agreement"), as amended by an Amendment dated the date hereof (the "International Co-Promotion Amendment"), and assigned to Export. Export may exercise such right by providing written notice to PFIZER at least six (6) months prior to the date on which Export desires to commence co-promoting the Products, which date shall not be earlier than the day after the last day of Agreement Year Five for China, and this Agreement shall terminate on such date.
Sample 1
Co-Promotion Election. (a) Unless, not later than [*] prior to the first anticipated filing of a BLA or completion of an initial analysis of the data from the clinical study forming the basis of such BLA, which ever occurs later and in each case with respect to a particular Product (other than a Product as to which XOMA has Opted Out and not Opted Back In) in the USA, the Steering Committee determines that such Product should be Commercialized in the USA entirely by or through one or more Joint Marketing/Development Partners, and provided that XOMA, at the time of such election, has in place an existing and established sales force in the USA which is already engaged in detailing one or more other XOMA products, which has experience in selling oncology products and which is of sufficient size to perform the Elected Percentage of Details, or which can be reasonably expected to be increased to such a size within a time frame consistent with the Commercialization Plan for such Product, XOMA may elect by written notice to Aphton to participate in the Co-Promotion of such Product in the Field in the USA in accordance with the terms of this Agreement. Such election shall be made by XOMA not less than [*] prior to the corresponding anticipated filing of a BLA or within [*] of the completion of the initial analysis of such clinical study data, which ever occurs later, for the applicable Product. In the event that XOMA exercises such right of election: (i) the Parties shall enter into a separate agreement relating to the Co-Promotion of such Product in the USA covering such matters as product returns, customer orders and exchange of marketing information and such other matters as are customarily found in similar agreements; (ii) the Parties' reimbursable Selling Expense in respect of each Detail shall not exceed the amount thereof approved by the Steering Committee; and (iii) XOMA shall report its Selling Expense incurred in connection with performing its Budgeted Detail Effort to Aphton on a quarterly basis within ten (10) days after the end of each calendar quarter, and such XOMA Selling Expense shall be included in the calculation of such quarter's Sales and Marketing Expenses.
Sample 1

Related to Co-Promotion Election

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Joint Election As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

  • Election Form The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Deferral Elections As provided in Sections 5(f), 6(h) and 14(d), the Executive may elect to defer the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment as follows. The Executive’s deferral election shall satisfy the requirements of Treasury Regulation Section 1.409A-2(b) and the terms and conditions of the Deferred Compensation Plan. Such deferral election shall designate the whole percentage (up to a maximum of 100%) of the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment to be deferred, shall be irrevocable when made, and shall not take effect until at least twelve (12) months after the date on which the election is made. Such deferral election shall provide that the amount deferred shall be deferred for a period of not less than five (5) years from the date the payment of the amount deferred would otherwise have been made, in accordance with Treasury Regulation Section 1.409A-2(b)(1)(ii).

  • Deferral Period The Deferred Share Units will be subject to a deferral period in accordance with the election made by Grantee and the terms of the Deferred Compensation Plan. The Grantee may change the period of deferral by filing a subsequent election with the Company in accordance with the terms of the Deferred Compensation Plan. During the deferral period, the Grantee will have no right to transfer any rights under his or her Deferred Share Units and will have no other rights of ownership therein.

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

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