Common use of Opt-Out Procedure Clause in Contracts

Opt-Out Procedure. If either Party elects to Opt-Out pursuant to Section 11.1.1 (Elective Opt-Out), such Party will provide written notice of such Opt-Out to the non-Opt-Out Party, which notice will also include (to the extent not already provided to the JSC) a summary of key data and results of the Opt-Out Party’s activities under the Research Plan, Development Plan or Commercialization Plan, as applicable, and as reasonably necessary for the non-Opt-Out Party to evaluate whether it wants to continue the activities under the Program. Within [***] following the receipt of such notice of Opt-Out, the non-Opt-Out Party will notify the Opt-Out Party whether or not it will continue with the activities under the Program to identify a Development Candidate and to Exploit Licensed Compounds and Licensed Products, as applicable. If such non-Opt-Out Party notifies the other Party that it will not continue with such activities, then this Agreement will automatically terminate in accordance with Section 17.2.6 (Termination for Failure to Continue Following Opt-Out). If such non-Opt-Out Party notifies the Opt-Out Party that it will continue with such activities for the Program, then (a) such Opt-Out by the Opt-Out Party will be effective on the first day of the next applicable Opt-Out Period (or if such written notice is provided by the non-Opt-Out Party during an Opt-Out Period, then such Opt-Out will be effective on the date that is [***] following the date on which such notice is provided) (such effective date of Opt-Out, the “Opt-Out Date”), (b) such non-Opt-Out Party will be deemed a “Continuing Party” and (c) notwithstanding any provision to the contrary set forth in this Agreement, the effects of Opt-Out set forth in Section 11.2 (Effects of Opt-Out) will apply.