Commercialization Option Sample Clauses

Commercialization Option. Subject to the fulfillment by Biogen of its obligations under this Agreement, Ontogeny hereby grants to Biogen an option to initiate one or more Development Programs (the "Option"). Such Option is exercisable by Biogen at any time prior to the termination of the Research Phase upon prior written notice to Ontogeny; provided, however, that in the event that Biogen terminates this Agreement on or prior to July 1, 2000 or does not initiate at least one Development Program on or prior to July 1, 2000, (i) the Option shall terminate and (ii) Biogen shall pay the Break Up Fee set forth in Section 4.5 below. Such notice shall indicate the Ontogeny Hedgehog Protein that is the subject of the Development Program that is to be initiated. In the event that Biogen initiates more than one Development Program in the exercise of the Option, Biogen shall provide Ontogeny with written notification of each Ontogeny Hedgehog Protein that is to be the subject of a Development Program, and Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. shall, on or before the end of the Research Phase, designate a Lead Protein. Biogen may change its Lead Protein at any time by providing written notification to Ontogeny, provided that no such change shall occur after the first extension, if any, requested under Section 6.2(l), and no such change shall affect the timeframes set forth in Section 6.2 with respect to diligence obligations.
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Commercialization Option. Astellas hereby grants to Vical an exclusive option to co-promote and/or collaborate in medical affairs activities with respect to Products in the Field in the Territory (the “Option”). Vical may exercise the Option by providing written notice to Astellas no later than […***…] ([…***…]) days after Astellas provides written notice to Vical of […***…]. For clarification, Vical shall in no event be obligated to make any payment to Astellas in connection with exercising the Option. Upon timely exercise by Vical of the Option, the parties shall engage in good faith negotiations to conclude a separate written agreement within […***…] ([…***…]) days after exercise of the Option (or such longer period as agreed by the parties), which agreement would provide for mutually agreeable terms pursuant to which Vical would co-promote and/or collaborate in medical affairs activities with respect to Products in the Field in the Territory in accordance with the Commercialization Plan and would provide for Astellas […***…], provided, however, that Vical’s activities thereunder shall not exceed […***…] percent ([…***…]%) of the total activities of the parties in each of the co-promotion and the medical affairs. Notwithstanding the exercise of the Option or the execution of an agreement as set forth in the immediately preceding sentence, Astellas shall at all times remain obligated to pay the applicable amounts specified under Article 5 with respect to Products.
Sample 1
Commercialization Option. Upon exercise by Sucampo of a Commercialization Option, the Parties shall negotiate in good faith to agree on a development plan and execute a Commercialization Agreement for the applicable Compound. The development plan shall be drafted by Sucampo and be subject to Numab’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Sucampo may elect to extend the Commercialization Option Period for any Discovery Project for up to three (3) one-year periods upon payment of an extension fee of […***…] for each such one (1) year extension.
Sample 1
Commercialization Option. Novartis has the exclusive right (the "Commercialization Option") during the Option Term to license exclusively any and all IMO Candidates, including, without limitation, IMO Leads, for commercialization of Products in the Commercial Field of Use, under the terms and conditions set forth in the License Agreement.
Sample 1
Commercialization Option. 6.1 From the Effective Date until [*] after the occurrence of the Second Phase II Milestone Purchase (the "Option Period"), Developer shall grant EPIL an exclusive option (the "Licence Option") to conclude an exclusive, sub-licensable sub-licence and supply agreement whereby Developer would grant EPIL a sub-licence to the Developer Patents, the Developer Know-How and the Developer Improvements to import, make, use, offer for sale, and sell the Compounds and/or Products in the Territory in the Field on terms to be agreed in good faith on the basis of the [*] heads of agreement set out in Schedule 2 (the "EPIL Sub-Licence").
Sample 1
Commercialization Option. (a) Before expiration of the Option Period, BioLife shall have the right, subject to the requirements set forth below, to convert this Agreement into an exclusive channel collaboration agreement and thereby become Intrexon’s exclusive channel collaborator in the Field. In partial consideration for BioLife’s appointment as an exclusive channel collaborator and the other rights granted to BioLife hereunder, BioLife shall pay to Intrexon a technology Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. access fee (the “Technology Access Fee”) with a value equal to the greater of (i) the Fair Market Value of fifteen percent (15%) of the fully-diluted equity of BioLife, as calculated using the treasury stock method in accordance with US GAAP, as of the date of exercise of the option, or (ii) Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000).
Sample 1
Commercialization Option 
Sample 1
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Related to 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 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 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 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.

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones)

  • 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.

  • Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

  • License Period The license granted hereunder shall be effective and terminate as of the dates specified in Schedule D attached hereto, unless sooner terminated or renewed in accordance with the terms and conditions hereof.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • 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:

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