Development Option Sample Clauses

Development Option. The City agrees to give Blueline an exclusive five-year development option (the “Development Option”) to allow for the investigation of the feasibility of re-development of the project in a manner that maximizes density of affordable housing on the site. The City shall not offer the Property to another developer or offer it for sale during the period of the Development Option. The result of the investigation may result in an agreement to convey the property to To Be Determined LLLP, that would specify sales price, project scope, period of affordability and other terms necessary to create an income-qualified housing project agreed upon by the parties. In the event the project receives an allocation of Low-Income Housing Tax Credits (“LIHTC”) within the term of the Development Option but the closing of the LIHTC partnership cannot be completed prior to the expiration of the Development Option, the Development Option shall be extended as necessary to allow for closing of the LIHTC partnership.

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...

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. (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. (b) The Development Agreement for any Option Product that is selected by Societal to be Developed and Commercialized pursuant to Section 2.7(a) shall provide for the following terms: (i) Lannett shall order and purchase such Option Product exclusively from Societal and Societal shall agree to supply such Option Product exclusively to Lannett for an initial term of [***] at a supply price equal to [***] (the “Option Product Supply Price”); (ii) in addition to the Option Product Supply Price, Societal shall be entitled to a share of the profits generated by Lannett with respect to such Option Product equal to [***] for such Option Product; and (iii) (A) [***]; and

Development Option. Seller hereby grants Buyer the option to commercialize the Intellectual Property in additional countries outside of the Territories. At the time of exercise of this option for any particular country, Buyer shall pay Seller a one-time non-refundable fee consisting of $1,000.00 for each 1,000,000 people of the total population on or about the date of the granting of the additional license (as published in the latest h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇-world-factbook/) of the country for which the option is being exercised.

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. 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: (i) Within [***] following the JSC’s approval of the JRC’s designation of such Development Candidate for a Collaboration Program, the Party that is to be the Lead Party for such Collaboration Program shall deliver to the Non-Lead Party a summary of its anticipated development program for such Development Candidate in the form prepared by such Party for its internal purposes, including, if and to the extent already prepared by such Party for its own internal decision-making purposes: (A) [***], (B) [***], (C) [***], and (D) [***]. If the Non-Lead Party has questions regarding the information contained in such Preliminary Development Package, the Lead Party shall make itself reasonably available to discuss such questions with the Non-Lead Party and provide such information as is reasonably requested and necessary for the Non-Lead Party to decide whether to exercise its Development Option. (ii) The Non-Lead Party may exercise its Development Option by providing written notice to the Lead Party within [***] following the delivery by the Lead Party of the Preliminary Development Package (the “Opt-In Election Period”), in which case the Collaboration Program will proceed as a “Joint Development Program” as further described in Section 5.4. If, on the other hand, the Non-Lead Party does not exercise its Development Option within this timeframe, (A) it will have no further right to exercise such Development Option with respect to the relevant Collaboration Program, and (B) the Collaboration Program will proceed as a “Sole Development Program” of the Lead Party with all further research and development funding and activities handled exclusively by the Lead Party. (iii) The Parties acknowledge that where 23andMe has exercised the Development Option, and subsequently exercises a Lead Party Option pursuant to Section 5.2(c), such exercise of its Lead Party Option may occur well after the approval of the designation of the Development Candidate by the JSC, including dur...

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. 3.2 In order to validly trigger SANOFI-SYNTHELABO’s Development Option pursuant to the provisions of this Article III, the Development Offer shall mandatorily and cumulatively comply with three provisions defined in paragraphs (a) to (c) below: (a) The Development Option shall establish, in a reasonably documented manner, (i) the in vitro proof of concept of the Product, including a demonstration of the induction of a specific immune response to the relevant antigen or Antibody in a specified therapeutic indication, and (ii) the in vivo safety data of the Product in the first six (6) treated patients. (b) The Development Offer shall include a draft Development Program (including an implementation timetable and a budget estimate) prepared and submitted to the Executive Committee by the Development Committee based on data gathered by the Research Committee and approved by the Executive Committee, for the therapeutic indication for which the proof of concept referred to above has been established. (c) The Industrial Property of the Product included in the Development Offer and/or its future exploitation, shall not be subject to and/or shall not be subordinated in any manner whatsoever to, any Third Party rights which existence could have a significant negative impact on the economic potential of the Product for SANOFI-SYNTHELABO in the event of the exercise by the latter of its Option for Exclusive License. The Development Offer shall confirm the absence of such Third Party rights and, more generally, shall identify the Third Party rights whose existence could have a negative or positive impact on the economic potential of the Product. Annex 3.2 (c) identifies all third party rights affecting the Industrial Property of the Products currently undergoing development by IDM. IDM guarantees its accuracy. 3.3 IDM shall be free to grant one or more licenses for the industri...

Development Option a. The following language is added at the end of Section 2 as a new Section 2.7 of the Agreement: