GSK Option Sample Clauses

GSK Option. In the event that Santarus (alone or with others) develops any (a) formulation, dosage, presentation, form of administration or preparation of a Licensed Product that is marketed in the United States by or under the authority of Santarus (each, a “New Form”) or (b) clinical indication for Licensed Product (or any New Form thereof) other than an Approved Indication for which Santarus receives a Marketing Authorization in the United States (each, a “New Indication”), then GSK shall have an option during the Term, for so long as GSK is paying royalties to Santarus pursuant to Section 7.2.4 (excluding the continuing royalties with respect to the obligations under the Missouri Agreement), to include all of Santarus’ intellectual property rights (including Patents) in the GSK Territory thereto Controlled by Santarus within the Santarus IP for all

GSK Option. (a) GSK hereby waives all rights under Section 4.5 of the Agreement and all of CK’s obligations under Section 4.6 of the Agreement. In particular, Sections 4.5 and 4.6 of the Agreement are hereby terminated and shall have no further force or effect. In lieu of such rights and obligations, and replacing the GSK [***] Option set forth in Section 2.3 of the September 2005 Amendment, CK hereby grants to GSK an option to reinstate SB-992 Products and/or SB-921 Products as Licensed Products under the Agreement as follows (the “GSK Option”): (b) CK shall notify GSK in writing of [***] (for [***], substantially in accordance with the [***] set forth in Appendix VII, attached hereto and incorporated herein, and for which [***] in accordance with the applicable [***]) from the [***] for [***] under the CK Clinical Studies (“[***] Notice”). CK shall include with the [***] Notice a copy of [***] for the [***] on [***] as part of the CK Clinical Studies. If CK does not [***] for [***] conducted under the CK Clinical Studies, CK shall notify GSK in writing of the [***] (for [***] and for which [***]) from the [***] for [***] under the CK Clinical Studies, and such notice shall be a [***] Notice pursuant to this Section 18(b). Upon receipt of the [***] Notice, GSK shall have the option to conduct all further development (including Later Stage Development) and commercialization of SB-992 Products and/or SB-921 Products for all indications, subject to CK’s Co-Funding Option in Section 3.4 of the Agreement and CK’s Co-Promotion Option in Section 7.4 of the Agreement. Following delivery of a [***] Notice to GSK, CK shall provide such information and data owned by CK that has been generated in or for such [***] and all other data from CK’s [***]of such KSP Product, to the extent such information and data has not been previously provided to GSK, as GSK may reasonably request to enable GSK to make an informed decision whether to exercise the GSK Option. Nothing in this Section 18 shall be construed to require CK to perform, continue or complete any studies or analysis. (c) GSK shall have [***] ([***]) [***] from receipt by GSK of the [***] Notice to exercise the GSK Option or to notify CK that it does not wish to exercise the GSK Option (“GSK Option Period”). To exercise the GSK Option, GSK shall provide, at any time prior to the expiration of the GSK Option Period, written notice to CK specifying that GSK agrees to conduct all further development (including Later Stage Develop...

GSK Option. Subject to the terms and conditions set forth herein, including without limitation, the payment of amounts to EPIX as and when they become due hereunder, EPIX hereby grants to GSK the exclusive right, exercisable at GSK's sole discretion, to elect, on an EPIX Program-by-EPIX Program basis, to obtain an exclusive worldwide license under Section 5.1 to Develop and Commercialize all EPIX Program Compounds (including all Back-up Compounds) within EPIX Programs as Licensed Products under the terms and conditions set forth in this Agreement (each such right to elect, an "Option"). The Option shall have a term of [********] from the date of delivery of the PoC Trial Report for the relevant EPIX Program (the "Option Period"), subject to extension of the Option Period as provided in Section 4.1. 1. During the Option Period, GSK shall have the right to conduct due diligence on the EPIX Program. The Option shall only be exercisable during the Option Period; provided that completion of such exercise shall be subject to the condition set forth in Section 4.1.1, if applicable. If the Option is not so exercised, then the Option shall expire and be of no further force or effect at the end of the Option Period. GSK shall exercise the Option, if at all, by written notice to EPIX, which notice shall make reference to this Agreement and the relevant EPIX Program and shall include GSK's decision to exercise the Option with respect to the specific EPIX Program. Upon exercise of an Option, the relevant EPIX Program shall, for purposes of this Agreement, be re-designated a GSK Development Program and the relevant EPIX Program Compounds shall be re-designated as GSK Development Compounds. Such program shall remain a GSK Development Program unless and until GSK terminates such GSK Development Program or this Agreement terminates, whether in its entirety or with respect to the relevant GSK Development Program (alone or with other GSK Development Programs). Notwithstanding anything herein to the contrary, GSK, in its discretion, may exercise an Option at any time prior to completion of the PoC Trial for an EPIX Program Compound and delivery to GSK of the PoC Trial Report.

GSK Option. In the event that Santarus (alone or with others) develops any [***], then GSK shall have an option [***], to include all of Santarus’ intellectual property rights (including Patents) in the GSK Territory thereto Controlled by Santarus within the Santarus IP for all purposes of this Agreement, as set forth in this Section 8.1.2. Santarus hereby covenants that it will use Commercially Reasonable Efforts, [***]. Promptly after [***], Santarus shall notify GSK in writing describing the same and providing such Data in Santarus’ Control as may be reasonably necessary to evaluate whether GSK desires to exercise its option described in this Section 8.1.2. In such case, GSK shall notify Santarus in writing within [***] days of receipt of Santarus’ notice as to whether it desires to exercise such option. If GSK so notifies Santarus that it desires to exercise its option, then the Parties shall negotiate in good faith for a period of at least [***] days to determine [***] that GSK shall be required to pay to Santarus, [***]; provided that if the Parties are unable for any reason to agree on such payment amount during such period, then either Party may submit such issue for dispute resolution pursuant to Article 14. Notwithstanding anything herein to the contrary, the option granted in this Section 8.1.2 shall not include any [***] subject to payment obligations to a Third Party (and Santarus shall promptly disclose such obligations to GSK in writing), unless GSK also agrees in writing to reimburse all amounts owed to such Third Party as a result of GSK’s *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. exercise of its license rights to such [***]. In the event GSK does not exercise its option with respect to a particular [***].

GSK Option