Common use of Option Compounds Clause in Contracts

Option Compounds. (a) Each Party hereby grants the other Party an exclusive option to enter into an agreement for the Development of Option Compound(s) Controlled by the granting Party upon the terms set forth in this Section 9.3 (the "Compound Option"). If either Party desires to proceed with Development for the Indication of an Option Compound Controlled by it ("Optionor") during the Option Period, then Optionor shall provide the other Party ("Optionee") with written notice of its intent ("Option Notice") not later than the earlier of : (i) sixty (60) days prior to Optionor's [...***...] for the Option Compound; and (ii) [...***...] for the Option Compound. Optionor shall include with the Option Notice, Option Compound information reasonably necessary to enable Optionee to evaluate the Option Compound. Optionee shall have the sole and exclusive option to participate in the Development and Commercialization of the Option Compound by providing Optionor with written notice of its intent to exercise the option within sixty (60) days after receipt of the Option Notice. If the Option Notice is given at the time contemplated by (a)(i) above, and the Optionee elects not to exercise the option at that time, the Optionor shall provide a new Option Notice at the time contemplated by (a)(ii) above, and the Optionee shall again have a sixty (60) day period in which to exercise the Compound Option. If Optionee elects to exercise its Compound Option, then the Parties shall within sixty (60) days thereafter negotiate in good faith a collaboration agreement with respect to the Option Compound, which agreement shall: (i) be consistent with the provisions of this Section 9.3, (ii) be substantially similar to this Agreement, with such changes as are necessary to reflect the identity and role of the Party Controlling the Option Compound (e.g., for an Option Compound Controlled by ▇▇▇▇▇, ▇▇▇▇▇ would book sales of the Option Compound and Amylin would co-promote the Option Compound in the U.S.), and (iii) provide that the Parties will share Operating Profits or Losses [...***...]%/[...***...]% in the U.S. and [...***...]% Lilly [...***...]% Amylin in the Territory outside the U.S. (iv) contain such other provisions as the Parties may agree.