Optioned Programs. Gilead shall have the first right and authority, but not the obligation, to defend any action, suit, or other proceeding brought against either Party alleging Infringing Activity with respect to any Optioned Program (or Optioned Molecule or Optioned Product) provided that, Gilead shall (1) provide at least […***…] days’ written notice to Galapagos of its intent to defend such action, suit or other proceeding; (2) consider, reasonably and in good faith, all input received from Galapagos and all discussions held by the Patent Litigation Committee with respect thereto; (3) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Galapagos and all discussions held by the Patent Litigation Committee) to be in the best interests of the Development and Commercialization of the applicable Optioned Molecules and Optioned Products, (4) if such action, suit, or other proceeding relates to activities by or on behalf of Gilead or its Affiliates in the Gilead Territory, Gilead shall keep Galapagos reasonably informed and (5) if such action, suit or proceeding relates to the Galapagos Territory or to activities conducted by or on behalf of Galapagos or its Affiliates, keep Galapagos and the Patent Litigation Committee fully informed, allow Galapagos to actively participate in all aspects of such defense and incorporate all reasonable comments made by Galapagos. Galapagos shall reasonably cooperate with Gilead (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with the defense of such action, suit or proceeding. In the event that Gilead does not defend any such action, suit, or other proceeding, Galapagos shall have the right to do so, and Gilead shall reasonably cooperate with Galapagos (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with defense of such action, suit or proceeding. Any costs and expenses incurred by either Party in connection with defending any action, suit or other proceeding under this Section 10.6(c), and any amounts payable to Third Parties for damages or other compensation in connection with any such action, suit or proceeding, shall be ...
Optioned Programs. With respect to each Optioned Program, if Gilead is or will be obligated to or otherwise intends to Manufacture an Optioned Molecule or Optioned Product, upon Gilead’s request, Galapagos shall conduct and complete a customary technology transfer to Gilead or its designee for the Manufacture of such Optioned Molecule or Optioned Product for such Optioned Program (each, a “Technology Transfer”), or cause its CMO to conduct and complete such Technology Transfer, including providing supplies and other support to validate Gilead’s or its CMO’s Manufacturing facility for the Optioned Product. The Technology Transfer shall include the transfer to Gilead of all Information Controlled by Galapagos during the Term that is necessary or useful to enable the Manufacture of Optioned Molecules and Optioned Products, and not previously transferred to Gilead under this Agreement, by providing copies or samples of relevant documentation, materials and other embodiments of such Information, and by making available its qualified technical personnel on a reasonable basis to consult with Gilead with respect to such Information. For each Technology Transfer, the Parties, through the JDC, shall mutually agree upon a plan and timeline for Technology Transfer to promptly enable Gilead or its designee to Manufacture the applicable Optioned Molecules and Optioned Products (the “Technology Transfer Plan”). Each Party shall perform its obligations under each Technology Transfer Plan. […***…]. The Parties shall mutually agree on a Technology Transfer Plan with respect to the Autotaxin Program within […***…] days following the Effective Date.
Optioned Programs. For each Optioned Program, Gilead, on behalf of itself and its Affiliates, hereby grants to Galapagos, effective as of each Option Exercise Closing for such Optioned Program in the countries to which such Option Exercise Closing relates:
Optioned Programs. Each Party shall maintain a Publication plan regarding Publications that contain any information, data or results with respect to any Optioned Molecule or Optioned Product under an Optioned Program (including any data or results of Clinical Trials or Nonclinical Studies). Each Party shall provide its Publication plan to the JCRC for its review and approval. Each Party shall disclose such Publications consistent with such approved plan; provided that the Party proposing a Publication shall provide the other Party or the JCRC the opportunity to review the proposed Publication at least […***…] Business Days prior to its intended submission for publication, oral presentation or abstract of any data and results at scientific and medical conferences. If the other Party or the JCRC offers any comments on the Publication, the submitting Party shall consider such comments in good faith.
Optioned Programs. In the case of a termination of this Agreement with respect to any Optioned Program (“Terminated Program”), (including all Optioned Molecules (“Terminated Molecules”) and Optioned Products (“Terminated Products”) that are the subject of such Optioned Program), in each case ((i) through (iii)), the following shall apply with respect to such Terminated Program (including all Terminated Molecules and Terminated Products that are the subject of such Terminated Program) (in addition to any other rights and obligations under this ARTICLE XIV or otherwise under this Agreement with respect to such termination) in the applicable Terminated Regions:
Optioned Programs. For the avoidance of doubt, none of the reversion events described in this Section 2.12 shall affect Celgene’s rights with respect to any other Program for which Celgene retains Option rights or has delivered an Option Exercise Notice pursuant to Section 3.1.2(a).
Optioned Programs. For the avoidance of doubt, none of the reversion events described in this Section 2.9 shall affect either Party’s rights with respect to any other Program for which such Party has delivered a Celgene Option Exercise Notice or a Juno Option Exercise Notice pursuant to Section 3.1.3(b) or 3.1.3(c), or a BD Option Exercise Notice pursuant to Section 2.2.1(a), as applicable, including such Party’s rights with respect to the applicable Juno Program Assets or Celgene Program Assets, as applicable (including any Development Candidates and related Diagnostic Products).
Optioned Programs. With respect to each Optioned Program, the Parties shall mutually and promptly agree upon a plan and timeline (the “Technology Transfer Plan”) for a customary technology transfer to promptly enable Gilead or its designee to Manufacture the applicable Optioned Molecules and Optioned Products (a “Technology Transfer”). The Technology Transfer shall include the transfer to Gilead of all Information Controlled by Assembly during the Term that is necessary or reasonably useful to enable the Manufacture of Optioned Molecules and Optioned Products, and not previously transferred to Gilead under this Agreement, including [***]. Pursuant to the Technology Transfer Plan, Assembly shall conduct and complete a Technology Transfer to Gilead or its designee for the Manufacture of such Optioned Molecule or Optioned Product for such Optioned Program, or cause its CMO to conduct and complete such Technology Transfer, including providing supplies and other support to validate Gilead’s or its CMO’s Manufacturing facility for the Optioned Product. Each Party shall use commercially reasonable efforts to perform its obligations under each Technology Transfer Plan. [***] will bear the costs of any Technology Transfer; provided, however, that with respect to any Profit-Share Program, [***] of the costs and expenses of any Technology Transfer, which shall be treated as Development Manufacturing Costs.
Optioned Programs. Gilead shall maintain a Publication plan regarding Publications that contain any information, data or results with respect to each Optioned Program (including any data or results of Clinical Trials or Nonclinical Studies). Gilead shall provide such Publication plans to Assembly for its review. Gilead shall disclose such Publications consistent with the applicable Publication plan; provided that Gilead shall provide Assembly a reasonable opportunity to review each proposed Publication, including by providing to Assembly at least [***] Business Days prior to its intended submission for poster publication, oral presentation or abstract of any data and results at scientific and medical conferences and [***] Business Days prior to its intended submission of manuscripts and journal publications. If Assembly offers any comments on the Publication, Gilead shall consider such comments in good faith.
Optioned Programs. With respect to each Optioned Program, if, pursuant to the Global Manufacturing Plan and Budget, Gilead will assume responsibility for the Manufacture of an Optioned Molecule or Optioned Product, then the Parties, through the JMC, shall mutually agree upon a plan and timeline (the “Technology Transfer Plan”) for a customary technology transfer to promptly enable Gilead or its designee to Manufacture the applicable Optioned Molecules and Optioned Products (a “Technology Transfer”). The Technology Transfer shall include the transfer to Gilead of all Information Controlled by Arcus during the Term that is reasonably necessary or useful to enable the Manufacture of Optioned Molecules and Optioned Products, and not previously transferred to Gilead under this Agreement, including [***]. Pursuant to the Technology Transfer Plan, and subject to [***], Arcus shall conduct and complete a Technology Transfer to Gilead or its designee for the Manufacture of such Optioned Molecule or Optioned Product for such Optioned Program, or cause its CMO to conduct and complete such Technology Transfer, including providing supplies and other support to validate Gilead’s or its CMO’s Manufacturing facility for the Optioned Product. Each Party shall use commercially reasonable efforts to perform its obligations under each Technology Transfer Plan. The Parties shall [***] share the costs and expenses of any Technology Transfer, which shall be treated as Development Manufacturing Costs.
