Value of Proceeds Clause Samples

Value of Proceeds. If at the time of the completion of a Strategic Transaction PEGA1 owns or controls (whether through a license or otherwise) other assets or rights in addition to the Compound or Product rights that are subject of the Strategic Transaction, then the Parties shall negotiate and agree in good faith the value of the Proceeds, exclusive of the value attributed to the PEGA1’s other assets. If after good faith negotiations, the Parties cannot agree on an allocation of value among the PEGA1’s assets within [####]after the completion of a Strategic Transaction, then the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 21.2. Should the Parties fail to agree within [####]of such referral, then Roche shall select a nationally recognized investment banking, accounting or valuation firm (independent of either party) having expertise in the pharmaceutical industry and reasonably acceptable to PEGA1 (“Valuation Firm”) to perform an independent valuation of the relevant assets of PEGA1, which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between the PEGA1 ‘s assets within [####] of its appointment and to notify the Parties in writing of its determination. The fees and expenses of such Valuation Firm shall be paid by Roche, however, if such determination of the value of the Proceeds by the Valuation Firm is more than PEGA1’s last written offer pursuant to the good faith negotiations under this Section 10.7.3, the fees and expenses of such Valuation Firm shall be paid by PEGA1. If PEGA1 completes the Strategic Transaction and the Compound and Products are the only assets in clinical development Controlled by PEGA 1 at the time of the Strategic Transaction, the minimum value to be allocated to Compound and Products is [####]. This Section 10.7.3 does not apply if PEGA 1 completes the Strategic Transaction and the Compound and Products are the only assets Controlled by PEGA1 at the time of the Strategic Transaction. In such case, the value associated with the Compound and Products is [####].