Initial U.S Sample Clauses
Initial U.S. Commercialization Plan. No later than [***] months prior to the anticipated submission of the first NDA for the first Shared Product for Regulatory Approval from the FDA in the US Territory (as set forth in the Development Plan), Celgene (after good faith consultation with Vividion) will prepare an initial Commercialization plan for the US Territory (the “U.S. Commercialization Plan”) for Shared Products covering the first [***] years after First Commercial Sale of any Shared Product in the US Territory, and the JCC will review and approve such initial U.S. Commercialization Plan. Thereafter, Celgene (after good faith consultation with Vividion) will update the U.S. Commercialization Plan (for the current Calendar Year and the [***] succeeding Calendar Years) each Calendar Year, and the JCC will review and approve any such update or other amendment to the U.S. Commercialization Plan. Either Party may request at any time that the JCC consider and approve other updates to the U.S. Commercialization Plan.
Initial U.S. Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agree to sell to each U.S. Underwriter, severally and not jointly, and each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, at the price per ADS set forth in Schedule C, that proportion of the number of Initial U.S. Securities set forth in Schedule B opposite the name of the Company or each Selling Shareholder, as the case may be, which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such U.S. Underwriter, plus any additional number of Initial U.S. Securities which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial U.S. Securities, subject, in each case, to such adjustments among the U.S. Underwriters as the U.S. Representative in its sole discretion shall make to eliminate any sales or purchases of fractional securities.
Initial U.S. Offering
Initial U.S. Public Offering means the initial Underwritten Offering to the public of American Depositary Shares evidencing shares of Preferred Stock (excluding American Depositary Shares subject to the Underwriters’ overallotment option) pursuant to a registration statement filed under the Securities Act, (i) in which offering (A) the Company shall have offered and sold American Depositary Shares representing not less than 70,000,000 shares of Preferred Stock (excluding American Depositary Shares subject to the Underwriters’ overallotment option), (B) Kingsland shall have offered and sold American Depositary Shares representing not less than approximately 105,000,000 shares of Preferred Stock (not including any American Depository Shares sold by other members of the Kingsland Group), and (C) the Synergy Group shall have offered and sold American Depositary Shares representing not less than approximately 7,000,000 shares of Preferred Stock, or, if the Company, Kingsland and Synergy mutually agree on different numbers of American Depositary Shares to be offered and sold to the public, as evidenced by the consummation of such underwritten public offering, such other number of American Depositary Shares as are actually offered and sold by the Company, the Kingsland Group and the Synergy Group in such public offering, and (ii) following which offering the American Depositary Shares so offered shall have been listed for trading on the New York Stock Exchange.