Common use of Election Notice Clause in Contracts

Election Notice. Each Series B Holder shall be entitled to purchase its portion of the Offered Securities, as determined pursuant to Section 5.1(b), at the same price, on the same terms and at the same time as the Offered Securities are proposed to be issued to the other Series B Holders (which shall be at no greater price and on no less favorable terms to the Series B Holder than were set forth in the Issuance Notice) by the delivery of a written notice to the Company, within 15 Business Days after the delivery of the Issuance Notice (such 15th Business Day, the “Last Election Date”), of the Series B Holder’s election to purchase such Offered Securities (the “Election Notice”). Any Series B Holder that fails to timely deliver an Election Notice shall be deemed to have declined to purchase all of its Pre-emptive Rights Percentage of the Offered Securities. Each Election Notice shall set forth the maximum number of Offered Securities which such Series B Holder desires to purchase (which number may be greater or less than such Series B Holder’s Pre-emptive Rights Percentage, in order to give effect to Section 5.1(b)(ii)) and such Election Notice shall constitute a binding commitment by such Series B Holder to purchase up to the number of Offered Securities set forth in its Election Notice, which commitment may not be revoked without the written consent of the Company. In allocating the Refused Securities pursuant to Section 5.1(b)(ii), the Company shall not allocate to any Series B Holder a number of Offered Securities that would result in such Series B Holder’s being required to purchase a greater number of Offered Securities than that set forth in such Series B Holder’s Election Notice, without the consent of such Series B Holder. The Company shall give written notice to each Series B Holder which has timely delivered an Election Notice of the number of Offered Securities which such Series B Holder shall be required to purchase (the “Purchase Notice”), which Purchase Notice shall be delivered to each Series B Holder within five Business Days following the Last Election Date. The closing of the purchase of the Offered Securities shall take place on the date set forth in the Purchase Notice, which shall be the same date for all Series B Holders that are purchasing Offered Securities and shall be a date that is no earlier than 15 Business Days following the date of the Purchase Notice, unless all such purchasing Series B Holders otherwise agree (provided that, if regulatory approval is required to be obtained by any Series B Holder, then the closing of the purchase by such Series B Holder shall take place on the later of the date set forth in the Purchase Notice and five Business Days following receipt of regulatory approval).

Election Notice. Each Series B Holder Within thirty (30) days from the date of this Agreement, Centocor shall be entitled deliver to purchase its portion Schering-Plough a written notice (the “Initial Transition Services Notice”) identifying (i) any of the Offered SecuritiesRelinquished Territories for which Centocor desires Schering-Plough to provide transition services following the Termination Time and (ii) which of the Current Commercialization Services and which of the Additional Transition Services, as determined pursuant if any, Centocor desires for each such Relinquished Territory (such Current Commercialization Services and such Additional Transition Services that are Acceptable Additional Transition Services, the “Elected Transition Services”). Centocor may update the Initial Transition Services Notice from time to Section 5.1(b)time prior to June 15, at 2011 to (A) remove any Relinquished Territory from such notice or (B) modify which Current Commercialization Services (or, with the same priceconsent of Schering-Plough, on which Acceptable Additional Transition Services) it desires in one or more of the same terms and at the same Relinquished Territories. At any time as the Offered Securities are proposed prior to be issued to the other Series B Holders (which shall be at no greater price and on no less favorable terms to the Series B Holder than were set forth in the Issuance Notice) by the delivery of June 15, 2011, Centocor may also deliver a written notice to Schering-Plough (1) requesting to add one or more Relinquished Territories to the Company, within 15 Business Days after the delivery Initial Transition Services Notice and (2) specifying which of the Issuance Notice (Current Commercialization Services Centocor desires for each additional Relinquished Territory, in which event Schering-Plough will consider in good faith whether it is able to provide such 15th Business DayCurrent Commercialization Services in any such additional Relinquished Territories, but will not be obligated to provide Current Commercialization Services in any such proposed additional Relinquished Territories unless it has agreed to do so pursuant to the foregoing. The Initial Transition Services Notice, as it may be updated from time to time in accordance with this Section 2.2(a), is referred to as the “Last Election Date”)Transition Services Notice.” Notwithstanding the foregoing or any other provision of this Agreement, of the Series B Holder’s election to purchase such Offered Securities (the “Election Notice”). Any Series B Holder that fails to timely deliver an Election Notice shall be deemed to have declined to purchase all of its Pre-emptive Rights Percentage of the Offered Securities. Each Election Notice shall set forth the maximum number of Offered Securities which such Series B Holder desires to purchase (which number may be greater or less than such Series B Holder’s Pre-emptive Rights Percentage, in order to give effect to Section 5.1(b)(ii)) and such Election Notice shall constitute a binding commitment by such Series B Holder to purchase up to the number of Offered Securities set forth in its Election Notice, which commitment Centocor may not be revoked without the written consent of the Company. In allocating the Refused Securities pursuant elect, and Schering-Plough shall have no obligation to Section 5.1(b)(ii)provide, the Company shall not allocate to any Series B Holder a number of Offered Securities that would result Selling Services or Marketing Services in such Series B Holder’s being required to purchase a greater number of Offered Securities than that set forth in such Series B Holder’s Election Notice, without the consent of such Series B Holder. The Company shall give written notice to each Series B Holder which has timely delivered an Election Notice of the number of Offered Securities which such Series B Holder shall be required to purchase (the “Purchase Notice”), which Purchase Notice shall be delivered to each Series B Holder within five Business Days following the Last Election Date. The closing of the purchase of the Offered Securities shall take place on the date set forth in the Purchase Notice, which shall be the same date for all Series B Holders that are purchasing Offered Securities and shall be a date that is no earlier than 15 Business Days following the date of the Purchase Notice, unless all such purchasing Series B Holders otherwise agree (provided that, if regulatory approval is required to be obtained by any Series B Holder, then the closing of the purchase by such Series B Holder shall take place on the later of the date set forth in the Purchase Notice and five Business Days following receipt of regulatory approval)Canada.

Election Notice. Each Series B Holder With respect to each Development Program performed by ABX for which ABX is conducting a Phase II Clinical Trial (that has enrolled at least 40 patients) that is completed, ABX shall be entitled notify AZ in writing upon Phase II Completion for a Candidate Drug that binds to purchase its portion and is directed against a given Collaboration Antigen. Otherwise, the Parties shall use good faith efforts to agree when the completion of, and delivery to AZ of the Offered Securitiescomplete data package for, as determined pursuant the first Phase II Clinical Trial (that has enrolled at least 40 patients) has occurred, which shall then be deemed to Section 5.1(bbe Phase II Completion for purposes of this Agreement. After the first Phase II Completion for a Candidate Drug that binds to and is directed against a Collaboration Antigen (other than a Discontinued Antigen or Failed Antigen), or earlier, at the same priceelection of AZ, on AZ shall determine whether it wishes to proceed with the same terms further development and at the same time commercialization of any Candidate Drug(s) that bind to and are directed against such Collaboration Antigen as the Offered Securities are proposed to be issued to the other Series B Holders (which shall be at no greater price and on no less favorable terms to the Series B Holder than were set forth in the Issuance Noticea Licensed Product(s) by the delivery of a providing written notice to the Company, within 15 Business Days after the delivery of the Issuance Notice ABX (such 15th Business Day, the “Last Election Date”), of the Series B Holder’s election to purchase such Offered Securities (the an “Election Notice”). Any Series B Holder ABX acknowledges and agrees that the final decision as to whether or not to proceed with a Candidate Drug as a Licensed Product will be made by AZ in accordance with AZ’s standard internal procedures for the evaluation and prioritization of Candidate Drugs. If AZ fails to timely deliver provide an Election Notice to ABX for a Candidate Drug that binds to and is directed against a Collaboration Antigen, within [Confidential treatment requested] after the first Phase II Completion for a Candidate Drug that binds to and is directed against such Collaboration Antigen, or such longer period as the Parties mutually agree in writing, then such Collaboration Antigen shall be designated a Discontinued Antigen and Exhibit B shall be amended accordingly. If ABX delivers an Exercise Notice to AZ with respect to such Discontinued Antigen within [Confidential treatment requested] after the earlier of (x) the expiration of such period and (y) the delivery of written notification from AZ to ABX that AZ does not wish to proceed with the further development and commercialization of any Candidate Drug(s) that bind to and are directed against such Antigen, ABX shall have the right to purchase any quantities of Candidate Drugs Controlled by AZ, at AZ’s fully burdened cost, that bind to and are directed against such Discontinued Antigen, provided that if ABX fails to provide such an Exercise Notice within such [Confidential treatment requested] period, (a) ABX shall have no rights with respect to such Antigen under Sections 4.5.1(a)(i), 4.5.1(b), 4.5.1(c) and 4.5.1(d)(i) or such Candidate Drugs that bind to and are directed against such Antigen, and (b) AZ shall retain all such Antibodies (and any Antibody Cells and Genetic Materials with respect to such Antibodies), whereupon the license grant set forth in Section 4.3.1 shall continue in effect subject to Section 4.5.1(e), provided that (i) ABX shall have no further obligations with respect to the development, process development or manufacturing of such Candidate Drugs (other than work previously performed or obligations incurred under a Contract Services Agreement, Process Science/Clinical Manufacture Agreement or the Manufacturing and Supply Agreement or material transfer obligations pursuant to Section 11.3), (ii) the diligence obligations set forth in Section 4.12.1 (other than the reporting obligations set forth in Section 4.12.1(c)) shall not apply to such Candidate Drugs and (iii) the milestone payments set forth in Section 9.3.1 and the royalties payable to ABX under Section 9.3.2 shall apply to such Candidate Drugs, subject to any reductions required under Section 9.7 or elsewhere under Article 9. For the avoidance of doubt, such Collaboration Antigen shall not be deemed to have declined to purchase all of its Pre-emptive Rights Percentage of the Offered Securities. Each Election Notice shall set forth the maximum number of Offered Securities which such Series B Holder desires to purchase (which number may be greater or less than such Series B Holder’s Pre-emptive Rights Percentage, in order to give effect to Section 5.1(b)(ii)) and such Election Notice shall constitute a binding commitment by such Series B Holder to purchase up to the number of Offered Securities set forth in its Election Notice, which commitment may not be revoked without the written consent of the Company. In allocating the Refused Securities pursuant to Section 5.1(b)(ii), the Company shall not allocate to any Series B Holder a number of Offered Securities that would result in such Series B Holder’s being required to purchase a greater number of Offered Securities than that set forth in such Series B Holder’s Election Notice, without the consent of such Series B Holder. The Company shall give written notice to each Series B Holder which has timely delivered Discontinued Antigen if AZ provides an Election Notice of the number of Offered Securities which for at least one Candidate Drug that binds to and is directed against such Series B Holder shall be required to purchase (the “Purchase Notice”), which Purchase Notice shall be delivered to each Series B Holder within five Business Days following the Last Election Date. The closing of the purchase of the Offered Securities shall take place on the date set forth in the Purchase Notice, which shall be the same date for all Series B Holders that are purchasing Offered Securities and shall be a date that is no earlier than 15 Business Days following the date of the Purchase Notice, unless all such purchasing Series B Holders otherwise agree (provided that, if regulatory approval is required to be obtained by any Series B Holder, then the closing of the purchase by such Series B Holder shall take place on the later of the date set forth in the Purchase Notice and five Business Days following receipt of regulatory approval)Collaboration Antigen.

Election Notice. Each Series B Holder With respect to each Development Program performed by ABX for which ABX is conducting a Phase II Clinical Trial (that has [Confidential treatment requested])that is completed, ABX shall be entitled notify AZ in writing upon Phase II Completion for a Candidate Drug that binds to purchase its portion and is directed against a given Collaboration Antigen. Otherwise, the Parties shall use good faith efforts to agree when the completion of, and delivery to AZ of the Offered Securitiescomplete data package for, as determined pursuant the first Phase II Clinical Trial (that has [Confidential treatment requested])has occurred, which shall then be deemed to Section 5.1(bbe Phase II Completion for purposes of this Agreement. After the first Phase II Completion for a Candidate Drug that binds to and is directed against a Collaboration Antigen (other than a Discontinued Antigen or Failed Antigen), or earlier, at the same priceelection of AZ, on AZ shall determine whether it wishes to proceed with the same terms further development and at the same time commercialization of any Candidate Drug(s) that bind to and are directed against such Collaboration Antigen as the Offered Securities are proposed to be issued to the other Series B Holders (which shall be at no greater price and on no less favorable terms to the Series B Holder than were set forth in the Issuance Noticea Licensed Product(s) by the delivery of a providing written notice to the Company, within 15 Business Days after the delivery of the Issuance Notice ABX (such 15th Business Day, the “Last Election Date”), of the Series B Holder’s election to purchase such Offered Securities (the an “Election Notice”). Any Series B Holder ABX acknowledges and agrees that the final decision as to whether or not to proceed with a Candidate Drug as a Licensed Product will be made by AZ in accordance with AZ’s standard internal procedures for the evaluation and prioritization of Candidate Drugs. If AZ fails to timely deliver provide an Election Notice to ABX for a Candidate Drug that binds to and is directed against a Collaboration Antigen, within [Confidential treatment requested] after the first Phase II Completion for a Candidate Drug that binds to and is directed against such Collaboration Antigen, or such longer period as the Parties mutually agree in writing, then such Collaboration Antigen shall be designated a Discontinued Antigen and Exhibit B shall be amended accordingly. If ABX delivers an Exercise Notice to AZ with respect to such Discontinued Antigen within [Confidential treatment requested] after the earlier of (x) the expiration of such period and (y) the delivery of written notification from AZ to ABX that AZ does not wish to proceed with the further development and commercialization of any Candidate Drug(s) that bind to and are directed against such Antigen, ABX shall have the right to purchase any quantities of Candidate Drugs Controlled by AZ, at AZ’s fully burdened cost, that bind to and are directed against such Discontinued Antigen, provided that if ABX fails to provide such an Exercise Notice within such [Confidential treatment requested] period, (a) ABX shall have no rights with respect to such Antigen under Sections 4.5.1(a)(i), 4.5.1(b), 4.5.1(c) and 4.5.1(d)(i) or such Candidate Drugs that bind to and are directed against such Antigen, and (b) AZ shall retain all such Antibodies (and any Antibody Cells and Genetic Materials with respect to such Antibodies), whereupon the license grant set forth in Section 4.3.1 shall continue in effect subject to Section 4.5.1(e), provided that (i) ABX shall have no further obligations with respect to the development, process development or manufacturing of such Candidate Drugs (other than work previously performed or obligations incurred under a Contract Services Agreement, Process Science/Clinical Manufacture Agreement or the Manufacturing and Supply Agreement or material transfer obligations pursuant to Section 11.3), (ii) the diligence obligations set forth in Section 4.12.1 (other than the reporting obligations set forth in Section 4.12.1(c)) shall not apply to such Candidate Drugs and (iii) the milestone payments set forth in Section 9.3.1 and the royalties payable to ABX under Section 9.3.2 shall apply to such Candidate Drugs, subject to any reductions required under Section 9.7 or elsewhere under Article 9. For the avoidance of doubt, such Collaboration Antigen shall not be deemed to have declined to purchase all of its Pre-emptive Rights Percentage of the Offered Securities. Each Election Notice shall set forth the maximum number of Offered Securities which such Series B Holder desires to purchase (which number may be greater or less than such Series B Holder’s Pre-emptive Rights Percentage, in order to give effect to Section 5.1(b)(ii)) and such Election Notice shall constitute a binding commitment by such Series B Holder to purchase up to the number of Offered Securities set forth in its Election Notice, which commitment may not be revoked without the written consent of the Company. In allocating the Refused Securities pursuant to Section 5.1(b)(ii), the Company shall not allocate to any Series B Holder a number of Offered Securities that would result in such Series B Holder’s being required to purchase a greater number of Offered Securities than that set forth in such Series B Holder’s Election Notice, without the consent of such Series B Holder. The Company shall give written notice to each Series B Holder which has timely delivered Discontinued Antigen if AZ provides an Election Notice of the number of Offered Securities which for at least one Candidate Drug that binds to and is directed against such Series B Holder shall be required to purchase (the “Purchase Notice”), which Purchase Notice shall be delivered to each Series B Holder within five Business Days following the Last Election Date. The closing of the purchase of the Offered Securities shall take place on the date set forth in the Purchase Notice, which shall be the same date for all Series B Holders that are purchasing Offered Securities and shall be a date that is no earlier than 15 Business Days following the date of the Purchase Notice, unless all such purchasing Series B Holders otherwise agree (provided that, if regulatory approval is required to be obtained by any Series B Holder, then the closing of the purchase by such Series B Holder shall take place on the later of the date set forth in the Purchase Notice and five Business Days following receipt of regulatory approval)Collaboration Antigen.