Cypress Option Clause Samples

Cypress Option. Cypress shall have the option (the “Cypress Option”), in its discretion, to discontinue shared participation in the development and commercialization of Development Candidates and Approved Products, but not before the decision by the Joint Development Committee to proceed with commencement of the first Phase III Clinical Trial; provided that, in the event that Organon has selected the Selected Enantiomer pursuant to Section 4.3 after completion of the resolution procedures described therein, Cypress may exercise the Cypress Option on or after Development Candidate selection. To exercise the Cypress Option, Cypress shall provide at least [...***...] prior written notice to Organon if such exercise occurs prior to Regulatory Approval of an Approved Product, or at least one year’s prior written notice if such exercise occurs after Regulatory Approval. If Cypress exercises the Cypress Option, then during [...***...] as applicable, following Cypress’ written notice of such exercise, the applicable Joint Committee will meet and, if Organon determines that it also wishes to discontinue the development and commercialization of Development Candidates and Approved Products, then instead of the exercise of the Cypress Option, the applicable Joint Committee will be deemed to have determined to cease development of all Development Candidates in the Field or commercialization of all Approved Products in the Field, as applicable, resulting in termination of this Agreement pursuant to Section 15.2(c). If Cypress elects to exercise the Cypress Option and Organon does not decide to discontinue the development and commercialization of Development Candidates and Approved Products as provided in the immediately preceding sentence, Cypress will cooperate with Organon to transfer to Organon any required approvals, licenses and documentation regarding the Development Candidate in the Field in the Shared Territory that are in the name of Cypress. Upon exercise of the Cypress Option, the Organon Option shall terminate. In case Organon explicitly has waived its right to manufacture, the right is automatically transferred to Cypress.