NP201 Program Clause Samples

The NP201 Program clause establishes the terms and conditions governing participation in the NP201 Program, which may be a specific initiative, project, or set of activities defined by the agreement. It typically outlines eligibility requirements, the scope of activities covered, and the obligations of parties involved, such as reporting, compliance, or performance standards. By clearly defining the framework and expectations for the NP201 Program, this clause ensures all parties understand their roles and responsibilities, thereby reducing misunderstandings and facilitating smooth program administration.
NP201 Program. If, during the NP201 Research Term, either Party (or its Affiliates) acquires a Third Party that is, or in the event of a Change of Control involving a Party where the Acquiror (or any of its Affiliates) is, researching, developing, manufacturing or otherwise has any rights to any compound that Modulates NP319 then the acquiring Party (or acquired Party, as applicable) will within [*] after the acquisition: (i) provide the other Party with data demonstrating that all of the antibodies, peptides or other large molecule or small molecule compounds in such program do not meet the Activity Threshold, in which case such Party may continue such program independent of this Agreement; (ii) notify the other Party in writing that it is deeming the antibodies, peptides and other large molecule and small molecule compounds in such program that activate or agonize NP319 alone or together with its co-receptor(s) at the Activity Threshold to be NP201 Compounds and the relevant intellectual property and technology of such Third Party, solely with respect thereto, to be Collaboration Technology, in which case such antibodies, peptides or other large molecule or small molecule compounds shall be deemed for all purposes under this Agreement to be Collaboration Compounds, subject to the milestones, royalties and other payments that accrue thereon under this Agreement in the event Merck exercises the Merck Option with respect thereto, and subject in such event to the NGM Option with respect thereto (as and to the extent available with respect to such Collaboration Compound); or (iii) notify the other Party in writing that it is planning to divest such program; provided, however, that if such program is not divested within [*] thereafter, then subsection (ii) will apply to such program unless such Party discontinues such program until the end of the NP201 Research Term and provides written notice thereof to the other Party before the end of such [*] period. For clarity, this Section 14.4.1 solely applies, to the extent applicable, to Third Party programs existing at the time of the relevant acquisition or Change of Control. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Related to NP201 Program

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  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.