Common use of IND-Ready Option Clause in Contracts

IND-Ready Option. If Targacept elects to provide AstraZeneca with an IND-Ready Option for an Option Compound, Targacept shall, subject to Section 5.10.2(c), provide AstraZeneca with written notice when and if such Option Compound becomes IND-Ready, which notice shall, at a minimum, (i) identify the Option Compound and describe Targacept’s assessment of the Option Compound Profile at that time, (ii) include [********] studies and assessments on such Option Compound completed by or on behalf of Targacept, (iii) include a summary of the status of 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 the specific Option Indication for which Targacept then intends to develop and commercialize such Option Compound (the “IND-Ready Notice”). AstraZeneca shall thereafter have the option to designate such Option Compound as a Candidate Drug (the “IND-Ready 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 three (3) Business Days following the date of Targacept’s receipt of such notice from AstraZeneca. Each IND-Ready Option shall expire on the later of [********] following the date that the corresponding IND-Ready Notice is delivered to AstraZeneca and, if any Pre-IND Studies are conducted with respect to such Option Compound, [********] after the date that any such Pre-IND Studies are completed and the data and results thereof delivered to AstraZeneca, or such later date as the Parties may agree in writing (such period, the “IND-Ready Option Period”); provided if AstraZeneca requests further information relating to such Option Compound as permitted by the next sentence, and all such information is not provided within [********] of any such request, then the IND-Ready 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 that information is not completely provided until [********] after the request, then the IND-Ready Option period would be extended by [********] to [********]). For a period of [********] days after the IND-Ready 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, documentation and other information in Targacept’s possession or control regarding such Option Compound, including its studies and assessments and any such Pre-IND Studies with respect to such Option Compound, as AstraZeneca reasonably requests for purposes of evaluating the IND-Ready Option for such Option Compound (including true, complete and correct copies of all license agreements (with financial terms redacted to the extent AstraZeneca has no responsibility therefor) regarding, and other agreements relating to Targacept’s Control of (including any financial or other obligations with respect thereto), such Option Compound and applications for Patent Rights, results of freedom to operate analyses and other information with respect to the intellectual property status of such Option Compound; provided that Targacept shall not be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to Targacept are in place to protect such privilege); and (B) respond in a prompt and reasonable manner to all reasonable queries raised by AstraZeneca in connection with its evaluation of such IND-Ready Option. For purposes of clarity, (x) AstraZeneca shall not have an IND-Ready Option for any Compound other than an Option Compound that becomes IND-Ready and for which Targacept delivers to AstraZeneca an IND-Ready Notice as provided above and (y) unless otherwise agreed in writing by the Parties, Targacept shall have no right to offer an IND-Ready Option for (i) any indication other than an Option Indication or (ii) any [********].

IND-Ready Option. If Targacept elects to provide AstraZeneca with an IND-Ready Option for an Option Compound, Targacept shall, subject to Section 5.10.2(c), provide AstraZeneca with written notice when and if such Option Compound becomes IND-Ready, which notice shall, at a minimum, (i) identify the Option Compound and describe Targacept’s assessment of the Option Compound Profile [********] at that time, (ii) include [********] studies and assessments on such Option Compound completed by or on behalf of [********] Targacept, (iii) include a summary of the status of 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 the specific Option Indication for which Targacept then intends to develop and commercialize such [********] Option Compound (the “IND-Ready Notice”). AstraZeneca shall thereafter have the option to designate such Option Compound as a Candidate Drug (the “IND-Ready 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 three (3) Business Days following the date of Targacept’s receipt of such notice from AstraZeneca. Each IND-Ready Option shall expire on the later of [********] following the date that the corresponding IND-Ready Notice is delivered to AstraZeneca and, if any Pre-IND Studies are conducted with respect to such Option Compound, and [********] after the date that any such Pre-IND Studies are completed and the data and results thereof delivered to [********] AstraZeneca, or such later date as the Parties may agree in writing (such period, the “IND-Ready Option Period”); provided if AstraZeneca requests further information relating to such Option Compound as permitted by the next sentence, and all such information is not provided within [********] of any such request, then the IND-Ready 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 that information is not completely provided until [********] after the request, then the IND-Ready Option period would be extended by [********] to [********]). For a period of [********] days after the IND-Ready 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, documentation and other information in Targacept’s possession or control regarding [********] such Option Compound, including its studies and assessments and any such Pre-IND Studies with respect to such Option Compound, [********] as AstraZeneca reasonably requests for purposes of evaluating the IND-Ready Option for such Option Compound (including true, complete and correct copies of all license agreements (with financial terms redacted to the extent AstraZeneca has no responsibility therefor) regarding, and other agreements relating to Targacept’s Control of (including any financial or other obligations with respect thereto), such Option Compound and applications for Patent Rights, results of freedom to operate analyses and other information with respect to the intellectual property status of such Option Compound; provided that Targacept shall not be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to Targacept are in place to protect such privilege); and (B) respond in a prompt and reasonable manner to all reasonable queries raised by AstraZeneca in connection with its evaluation of such IND-Ready Option. For purposes of clarity, (x) AstraZeneca shall not have an IND-Ready Option for any Compound other than an Option Compound that becomes IND-Ready and for which Targacept delivers to AstraZeneca an IND-Ready Notice as provided above and (y) unless otherwise agreed in writing by the Parties, Targacept shall have no right to offer an IND-Ready Option for (i) any indication other than an Option Indication [********] or (ii) any [********].