Genmab Election Clause Samples

Genmab Election. (a) Upon the JSC’s approval of the final versions of the Proposed IND Submission and the Clinical Work Plan, Genmab shall within [**] days (“IND Review Period”) of such approval inform ADCT in writing whether Genmab: (i) Elects to maintain its fifty percent (50%) ownership of the ADC by providing written notice to ADCT and making a catch-up payment to ADC of [**] of costs paid and to be paid by ADCT under the Pre-Clinical Work Plan (the “50% Election”) less Genmab’s Out-of-Pocket Expenses to hedge currency risk pursuant to Section 6.7.2. Any such 50% Election shall be subject to the reimbursement obligation contained in Section 3.4. In the event that the 50% Election is made by Genmab, Genmab further agrees to pay fifty percent (50%) of all future Development Costs; or (ii) Elects not to make the payment specified in Section 5.1.2(a)(i), in which case Genmab’s interest shall be reduced to twenty-five percent (25%) (the “25% Election”). In the event that the 25% Election is made by Genmab, ADCT shall be the sole developing Party, have the casting vote on the JSC, and assume all costs for the future Development of the ADC. (b) The failure of Genmab to make a timely election under this Section 5.1.2, shall result in the provisions of Section [**].