PoC Option Clause Samples
The PoC Option clause establishes the terms under which a party may conduct a Proof of Concept (PoC) to evaluate a product, service, or solution before committing to a full-scale agreement. Typically, this clause outlines the scope, duration, and objectives of the PoC, as well as any costs, deliverables, or success criteria that must be met. By providing a structured framework for trialing offerings, the clause helps both parties assess feasibility and suitability, thereby reducing risk and ensuring informed decision-making before entering into a long-term contract.
PoC Option. The following milestones shall apply in the event that GSK exercises the PoC Option with respect to a Collaboration Compound resulting from Project 1. [***]
PoC Option. The following milestones shall apply in the event that GSK exercises the PoC Option with respect to a Collaboration Compound resulting from a TPP Subprogram in Project 2. [***]
PoC Option. Targacept shall provide AstraZeneca with written notice following completion of its execution of an Option Compound Development Plan, which notice shall (i) identify the Option Compound and describe Targacept’s assessment of the Option Compound Profile at that time, (ii) include a summary of results of the Option Compound Development Plan, (iii) include a summary of the status existing Patent Rights with respect to such Option Compound, whether Controlled by Targacept or controlled by a Third Party, Known to Targacept, (iv) include a description of all license agreements regarding, and other agreements relating to Targacept’s Control of (including any financial or other obligations with respect thereto), such Option Compound and (v) specify whether Targacept has achieved Option Compound Proof of Concept (the “POC Notice”). If the POC Notice specifies that Targacept has achieved Option Compound Proof of Concept for the Option Indication specified in the Option Compound Development Plan, AstraZeneca shall thereafter have the option under this Section 5.10.2(d) to designate such Option Compound as a Candidate Drug (the “POC Option”). AstraZeneca shall notify Targacept if it desires to conduct due diligence at Targacept’s offices with respect to such Option Compound and, if so, the Business Day(s) on which it will do so during normal business hours; provided that such date(s) shall be at least [********] following the date of Targacept’s receipt of such notice from AstraZeneca. Each POC Option shall expire [********] following the date that the corresponding POC Notice is delivered to AstraZeneca or such later date as the Parties may agree in writing (such period, the “POC Option Period”), provided that, if AstraZeneca requests further information relating to such Option Compound as permitted by the next sentence and all such information is not provided [********] of any such request, then the POC Option Period with respect to such Option Compound shall be extended for any such delay in responding to such request (for example, if AstraZeneca requests certain information and and that information is not completely provided until [********] after the request, then the POC Option period would be extended by [********] to [********]). For a period of [********] after the POC Option Notice for an Option Compound, Targacept shall: (A) provide to AstraZeneca for review at Targacept’s offices during normal business hours in a reasonable and prompt manner such data, doc...
PoC Option. (a) If GSK does not exercise the [...***...] Option within the [...***...] Option Exercise Period, then, on a Program-by-Program basis, Regulus will continue to use Diligent Efforts to progress the Program through to the [...***...
PoC Option. The following milestones shall apply in the event that GSK exercises the PoC Option with respect to a Collaboration Compound resulting from Project 3. [***] [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
PoC Option. In the event that GSK elects not to exercise its Candidate Selection Option when triggered for a given Pharmacopeia Development Compound, or if Pharmacopeia is progressing a Candidate Selection Compound pursuant to Section 4.2, Pharmacopeia may, at its sole discretion, continue to progress, up to the completion of the PoC Studies, the development of such Pharmacopeia Development Compound or Candidate Selection Compound in order to satisfy the Proof-of-Concept Compound Criteria. If GSK has timely paid all of the milestone payments pursuant to Sections 6.2.1 and 6.2.3, due upon (i) **, (ii) **, (iii) **, and (iv) ** then, once the compound has been demonstrated to satisfy the Proof-of-Concept Compound Criteria **, GSK shall have the exclusive option (“PoC Option”), exercisable in its sole discretion within sixty (60) days after such compound has been demonstrated to so satisfy the Proof-of-Concept Compound Criteria, to progress the development of such Proof-of-Concept Compound (and, at GSK’s sole discretion, any corresponding Back-up Compounds) from Phase III (post-proof of concept) through to completion, ** in this Agreement, and subject to GSK’s obligation to pay the remaining milestone payments set forth in Section 6.2.3. If GSK declines to exercise the PoC Option within such sixty-day period, Pharmacopeia may, at its sole discretion, independently pursue development of such Pharmacopeia Development Compound subject to its obligations of Right of First Negotiation and milestone and royalty payments to GSK under this Agreement.
PoC Option. (a) If GSK does not exercise the [***] Option within the [***] Option Exercise Period, then, on a Program-by-Program basis, Regulus will continue to use Diligent Efforts to progress the Program through to the [***]. On a Program-by-Program basis, Regulus will notify GSK when it has completed a PoC Trial with respect to a Development Candidate, and shall provide to GSK, within [***] days of such occurrence (to be reasonably extended if impractical depending on the nature of the Clinical Studies, Pre-Clinical Studies and the other data generated thereunder), a reasonably complete data package containing all material analysis, results and clinical data or any related material correspondence or information received from or sent to any Regulatory Authority relating to the Development Candidate at issue (which data package need not include any information or data generated in the course of GSK’s conduct of the PoC Trial, or portion thereof, under Section 3.5.5) (the “[***] Report”, and referred to collectively with the [***] Report as the “Reports”), in each case as would be reasonably expected to be material to assist and enable GSK to make its decision on whether to elect to exercise its [***] with respect to the Program under which such Development Candidate is Developed. In addition, GSK shall have the right to review, to the extent practical and reasonable, the original records and documentation containing such material data, results and information.
(b) GSK may exercise its [***] with respect to a Program by delivering to Regulus a written notice of exercise, not later than [***] days (unless extended by the mutual written agreement of the Parties or as permitted herein pending HSR clearance by the FTC as set forth in Section 4.2.6) after the date of receipt by GSK from Regulus of the PoC Trial Report (such [***]-day period, as it may be extended, the “[***] Exercise Period”), with respect to the applicable Development Candidate at issue (such date of receipt by GSK, the “[***] Date”), specifying the Program for which the Program Option is being exercised, subject to the tolling of such payment obligation pursuant to Section 4.2.6. After providing to Regulus such written notice of its election to exercise the [***], GSK shall, within [***] days of receipt of an invoice therefore from Regulus, pay the [***] Exercise Fee as described in Section 6.4. Notwithstanding the foregoing, in GSK’s sole discretion, it shall have the right to exercise a Program Option ...
PoC Option