Common use of Right to Opt In Clause in Contracts

Right to Opt In. (i) Within [*****] following the date of the presentation by the Proposing Party of the release of top-line data from the first Phase II Clinical Study relating to the proposed Product Improvement, the Non-Proposing Party shall have the option to join the Proposing Party for any further Development of the proposed Product Improvement, in which case such Product Improvement shall thereafter be deemed to be a Product for all purposes of this Agreement as that term is defined in Section 1.92 and all further Development of such Product Improvement shall be jointly carried out by the Parties in accordance with the Product Improvement Development Plan referred to in Section 4.4(d) below. (ii) It is understood and agreed that if the Non-Proposing Party does not elect to join the Proposing Party in the Development of a Product Improvement in accordance with Section 4.4(b) or (c), then the Non-Proposing Party shall not otherwise take any action to independently Develop such Product Improvement in the Field in the Defiante Territory. (iii) If a Non-Proposing Party exercises its right to opt-in pursuant to Section 4.4(c), such Non-Proposing Party shall make to the Proposing Party a [*****]of the Development Costs incurred by the Proposing Party in the Development of the Product in such Product Improvement prior to the effective date of such opt-in. Within [*****]after the effective date of such opt-in, the Proposing Party shall provide to the Non-Proposing Party a written accounting of such Development Costs (accompanied by supportive documentary evidence). The Non-Proposing Party shall then have thirty (30) days to verify such accounting and pay the Proposing Party. In case of disagreement on the amount stated in the written accounting: (i) each Party shall be entitled to refer the disputed matter to the audit procedure under Section 7.7, (ii) any undisputed amount shall be paid within [*****], and (iii) the balance shall become due and payable upon, and in conformity with, the exhaustion of the audit procedure under Section 7.7 or, upon issuance of a final arbitration award, under Section 13.3 as the case may be.

Right to Opt In. (i) Within [*****] following the date of the presentation by the Proposing Party of the release of top-line data from the first Phase II Clinical Study relating to the proposed Product Improvementin such Additional Indication, the Non-Proposing Party shall have the option to join the Proposing Party for any further in the Development of the proposed Product Improvementin such Additional Indication, in which case such Product Improvement shall thereafter be deemed to be a Product for all purposes of this Agreement as that term is defined in Section 1.92 and all further Development of Product in such Product Improvement Additional Indication shall be jointly carried out by the Parties in accordance with the Product Improvement Additional Indication Development Plan referred to in under Section 4.4(d4.3(e) below. (ii) It is understood and agreed that if the Non-Proposing Party does not elect to join the Proposing Party in the Development of a Product Improvement for the proposed Additional Indication in accordance with Section 4.4(b4.3(c) or (cd), then the Non-Proposing Party shall not otherwise take any action to independently Develop such Product Improvement in the Field Additional Indication in the Defiante Territory. (iii) If a Non-Proposing Party exercises its right to opt-in pursuant to this Section 4.4(c4.3(d), such Non-Proposing Party shall make to the Proposing Party a [*****]] of the Development Costs incurred by the Proposing Party in the Development of the Product in such Product Improvement Additional Indication prior to the effective date of such opt-in. Within [*****]] after the effective date of such opt-in, the Proposing Party shall provide to the Non-Proposing Party a written accounting of such Development Costs (accompanied by supportive documentary evidence). The Non-Proposing Party shall then have thirty (30) days to verify such accounting and pay the Proposing Party. In case of disagreement on the amount stated in the written accounting: (i) each Party shall be entitled to refer the disputed matter to the audit procedure under Section 7.7, (ii) any undisputed amount shall be paid within [*****]such thirty (30) day period, and (iii) the balance shall become due and payable upon, and in conformity with, the exhaustion of the audit procedure under Section 7.7 or, upon issuance of a final arbitration award, under Section 13.3 as the case may be. * Confidential Treatment Requested. Omitted portions filed with the Commission.