Common use of PoC Option Clause in Contracts

PoC Option. Targacept shall provide AstraZeneca with written notice following completion of its execution of an Option Compound Development Plan, which notice shall (i) identify the Option Compound and describe Targacept’s assessment of the Option Compound Profile at that time, (ii) include a summary of results of the Option Compound Development Plan, (iii) include a summary of the status 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 whether Targacept has achieved Option Compound Proof of Concept (the “POC Notice”). If the POC Notice specifies that Targacept has achieved Option Compound Proof of Concept for the Option Indication specified in the Option Compound Development Plan, AstraZeneca shall thereafter have the option under this Section 5.10.2(d) to designate such Option Compound as a Candidate Drug (the “POC 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 [********] following the date of Targacept’s receipt of such notice from AstraZeneca. Each POC Option shall expire [********] following the date that the corresponding POC Notice is delivered to AstraZeneca or such later date as the Parties may agree in writing (such period, the “POC Option Period”), provided that, if AstraZeneca requests further information relating to such Option Compound as permitted by the next sentence and all such information is not provided [********] of any such request, then the POC 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 and that information is not completely provided until [********] after the request, then the POC Option period would be extended by [********] to [********]). For a period of [********] after the POC Option 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, including the activities conducted pursuant to the Option Development Plan and the results achieved as AstraZeneca reasonably requests for purposes of evaluating the POC 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 POC Option. For purposes of clarity, (x) except as permitted under Section 5.10.2(f), AstraZeneca shall not have a POC Option for any Compound other than an Option Compound for which AstraZeneca does not exercise the IND-Ready Option but pays the Option Maintenance Fee and (y) unless otherwise agreed in writing by the Parties, Targacept shall have no right to offer a POC Option for (i) any compound for any indication other than an Option Indication or (ii) any [********]. If AstraZeneca does not agree with Targacept’s determination, as specified in the POC Notice, as to whether it has or has not achieved Option Compound Proof of Concept, it shall, prior to the end of the POC Option Period, refer such matter in writing to the ESC for resolution pursuant to Section 2.1.5 (and, if necessary, Section 14.3 (accelerated arbitration) and, in such event, all relevant time periods pursuant to this Section 5.10.2(d) shall be tolled pending such resolution and the POC Notice shall be deemed to be amended to reflect such resolution.

PoC Option. Targacept shall provide AstraZeneca with written notice following completion of its execution of an Option Compound Development Plan, which notice shall (i) identify the Option Compound and describe Targacept’s assessment of the Option Compound Profile at that time[********], (ii) include a summary of results of the [********] Option Compound Development Plan, (iii) include a summary of the status 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 whether Targacept has achieved Option Compound Proof of Concept (the “POC Notice”). If the POC Notice specifies that Targacept has achieved Option Compound Proof of Concept for the Option Indication specified [********] in the Option Compound Development Plan, AstraZeneca shall thereafter have the option under this Section 5.10.2(d) to designate such Option Compound as a Candidate Drug (the “POC 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 [********] following the date of Targacept’s receipt of such notice from AstraZeneca. Each POC Option shall expire [********] following the date that the corresponding POC Notice is delivered to AstraZeneca or such later date as the Parties may agree in writing (such period, the “POC Option Period”), provided that, if AstraZeneca requests further information relating to such Option Compound as permitted by the next sentence and all such information is not provided [********], then [********] of any such request, then the POC 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 and that information is not completely provided until [********] after the request, then the POC Option period would be extended by [********] to [********]). For a period of [********] after the POC Option 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, including the activities conducted pursuant to the Option Development Plan and the results achieved [********] as AstraZeneca reasonably requests for purposes of evaluating the POC 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 POC Option. For purposes of clarity, (x) except as permitted under Section 5.10.2(f), AstraZeneca shall not have a POC Option for any Compound other than an Option Compound for which AstraZeneca does not exercise the IND-Ready Option but pays the Option Maintenance Fee and (y) unless otherwise agreed in writing by the Parties, Targacept shall have no right to offer a POC Option for (i) any compound for any indication other than an Option Indication [********] or (ii) any [********]. If AstraZeneca does not agree with Targacept’s determination, as specified in the POC Notice, as to whether it has or has not achieved Option Compound Proof of Concept, it shall, prior to the end of the POC Option Period, refer such matter in writing to the ESC for resolution pursuant to Section 2.1.5 (and, if necessary, Section 14.3 (accelerated arbitration) and, in such event, all relevant time periods pursuant to this Section 5.10.2(d) shall be tolled pending such resolution and the POC Notice shall be deemed to be amended to reflect such resolution.