Development Election definition
Examples of Development Election in a sentence
In the event the Company shall exercise a Material Development Election during a period when a Registration Statement filed pursuant to Section 6(b) hereof is effective, the time period specified in Section 6(b) hereof during which such Registration Statement is required to be kept effective shall be extended by the number of days during which the Holders are prohibited by the Company from publicly selling or distributing their securities.
The Company shall, as promptly as practicable, give the Holders written notice of any such Material Development Election.
If the Holders have been required to refrain from disposing of their Registrable Securities as a result of a Material Development Election, the Company shall, as promptly as practicable following the determination that the Holders may recommence such sales, notify such Holders in writing of such determination (but in any event no later than the end of such 45-day period).
In the event the Company shall exercise a Material Development Election during a period when a Registration Statement filed pursuant to Section 6.1 hereof is effective, the time period specified in Section 6.1 hereof during which such Registration Statement is required to be kept effective shall be extended by the number of days during which the Holders are prohibited by the Company from publicly selling or distributing their securities.
Merck may exercise its Development Election and accept the Development Candidate as a Product Candidate by delivery to Vertex, within [***] after receipt by Merck of the Development Information, of an exercise notice specifying the Development Candidate as to which the Development Election is being exercised.
Notwithstanding the foregoing, if Merck shall at any time commence a Phase I Clinical Trial on a Compound without having formally exercised its Development Election, Merck shall be deemed to have exercised its Development Election with respect to such Compound.
Vertex shall not grant to any Third Party rights which are inconsistent with the grant of the Development Election to Merck under this Agreement.
The granting of the Development Election to NOVARTIS hereunder does not violate any right known to VERTEX of any Third Party.
Upon the expiration of a Development Election with respect to a Refused Candidate (subject to the rights of GSK set forth in Section 4.3.1(c) and Section 4.4), GSK shall [ * ].
Any Development Candidate with respect to which Merck (1) elects not to accept as a Product Candidate; or (2) fails to exercise its Development Election within the [***] period referenced in Section 3.6, shall be a “Deferred Candidate.” If, during the Research Program Term, Merck ceases to be actively engaged in the development of a Product Candidate, Vertex may propose a Deferred Candidate to Merck for Development Election.