Development Option. If GCLC desires to pursue development of a Product in combination with an antigen-specific therapy that Artiva has determined not to pursue, the Parties shall discuss in good faith and agree on a co-development arrangement for such Product in combination with such antigen-specific therapy in mutually agreed Indications in the Territory, which shall not overlap with Indications for which Artiva is developing a Product.
Development Option. If the Development Option is the option elected pursuant to Section 13.3, then the Manager shall vote the Company’s interests in the Subsidiary in favor thereof, and shall be responsible for carrying out any obligations on behalf of the Company in furtherance of the implementation thereof.
Development Option. Upon Merus’s exercise of an Additional Co-Development Option, Section 9.6 shall apply to such Additional Co-Development Product; provided that provided that if Merus fails to timely pay any Development Costs due with respect to an Additional Co-Development Program as required in this Section 5.5(d) within [**] of notice of such failure, the following shall apply at the end of such [**]: (i) such Program shall no longer be an Additional Co-Development Program under this Agreement, (ii) Merus will be deemed to have delivered an Additional Co-Funding Termination Notice with respect to such Program under Section 5.5(f), (iii) Section 5.5(f), Section 9.2(a)(ii) and Section 9.3(b)(ii) (rather than Section 9.6) shall apply to Licensed Products arising from such Program, and (iii) Merus’s obligation to co-fund Development Costs for such Additional Program shall cease. Notwithstanding the foregoing, with respect to any Development Costs incurred by Incyte in relation to the Additional Co-Development Product in excess of one [**] of the then-approved Additional Co-Development Budget without prior notification to Merus and the approval of the Additional JDC (and if not approved by the Additional JDC, the JSC), Merus shall be required to pay any undisputed excess amounts within [**] after its receipt of the invoice including such excess Development Costs.
Development Option a. The following language is added at the end of Section 2 as a new Section 2.7 of the Agreement:
Development Option. (a) Lannett hereby grants to Societal the option to select [***] of the products set forth on Schedule 2.7(a) (each, an “Option Product”) for Development and Commercialization (as such terms shall be defined in the Development Agreement (as defined below) to be entered into by the parties) by Societal and Lannett. In each instance where Societal exercises its right to designate an Option Product for Development, Societal and Lannett shall negotiate in good faith the terms of one or more appropriate agreement(s) with respect to the parties’ Development and Commercialization of such Option Product, including commercial terms with respect to rights and responsibilities for maintaining applicable regulatory approvals, Development, manufacturing and commercializing such Option Product and all related Development and post-Development matters (each such agreement, a “Development Agreement”) in accordance with the terms set forth in Section 2.7(b). The parties recognize that execution of a Development Agreement is contingent upon costs and fees for Development and manufacturing services by Societal being consistent with prevailing rates offered by similarly situated vendors; provided, that if Lannett asserts that amounts quoted by Societal in connection with any such Development Agreement are higher than any such prevailing rates, Lannett shall provide evidence reasonably satisfactory to Societal of such prevailing rates offered by similarly situated vendors and shall negotiate in good faith with Lannett with respect to the same.
Development Option. Optionor is an experienced developer of projects contemplated by the Development Approvals. Optionor hereby grants Optionee the right, in Optionee’s exclusive discretion, to engage Optionor to act as the developer on behalf of Optionee (the “Development Option”). If Optionee elects to exercise such option, Optionor and Optionee shall enter into a mutually acceptable development agreement which shall provide for among things, a development fee to be paid to Optionor of $5.00 per square foot of the square footage to be erected on the Land plus 5% of the hard costs incurred to construct the building and other improvements. If Optionee, in its sole discretion, elects not to exercise the Development Option or if Optionee does elect the Development Option, but Optionor and Optionee fail to agree upon a mutually acceptable development agreement, then at Closing, Optionor shall be paid the sum of Two Hundred Thousand Dollars ($200,000) as liquidated damages and not as a penalty.
Development Option. 3.1 As of the Effective Date of this Memorandum of Agreement and for a period of ten (10) years following said Effective Date, IDM shall offer to SANOFI-SYNTHELABO, on a priority basis with respect to any Third Party, and on the terms and conditions defined in this Article III, all Products that IDM plans to develop as Project Manager. IDM will be considered as “Project Manager” of any Product for which it controls directly or indirectly (and therefore either as owner or licensee) the industrial property rights and Know-how necessary for its development, manufacturing and unrestricted marketing.
Development Option. If at least one Party elects to move forward with one or more Development Candidates following the conduct of the Early Collaboration Program Plan (with GSK having the first right to be the Lead Party, subject to Section 5.2(c)) the Non-Lead Party will have the option to elect to participate, financially and, potentially, operationally, in the development of such Development Candidate(s) (including potential work with respect to any backups thereto) (the “Development Option”) as further described below:
Development Option. HMR shall have the option (the "Development Option") to develop and commercialize any Compound in accordance with the provisions of this Agreement.
Development Option. Subject to the terms and conditions of this Agreement, Zogenix hereby grants to Battelle an option during the Option Period, as defined below, to enter into an exclusive co-development and commercialization arrangement with Zogenix on the terms and conditions set forth in Exhibit C attached hereto and such other commercially reasonable and customary terms and conditions to be negotiated to develop and commercialize [***] (the “[***] Development Option”). During the Option Period, Battelle or Zogenix may enter into a term sheet with a client setting forth commercially reasonable terms and conditions for an exclusive co-development and commercialization arrangement for a [***] product specified in the term sheet; Battelle will then have [***] following the signing of the term sheet with respect to the specified [***] to exercise the [***] Development Option to enter into an exclusive co-development and commercialization arrangement with Zogenix to develop and commercialize [***] by providing written notice to Zogenix within [***] following the signing of the applicable *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. term sheet. If Battelle does not provide such written notice to Zogenix within such [***] period or does not enter into an exclusive co-development and commercialization arrangement with Zogenix to develop and commercialize [***] within such [***] period, in Zogenix’s discretion, the [***] Development Option will lapse. For purposes of this Section 9, the “Option Period” shall mean the earlier of (a) the term of this Agreement or (b) the lapse of the [***] Development Option pursuant to the immediately preceding sentence. If the [***] Development Option lapses, from then on Zogenix shall have no further financial obligations to Battelle with respect to [***] (other than fees under Section 7), shall not be obligated to work with Battelle on any [***] development project (other than an existing Battelle DosePro Transaction), shall be free to enter into a [***] technology development agreement with one or more third parties and shall not owe Battelle any payments in connection with any such technology development agreements entered into with third parties. In addition, in the event that this Agreement survives the lapse of the [***] Development Option, the exclusive co-marketing rights granted hereunder shall from then on b...
