Common use of Third Party Acquirer Clause in Contracts

Third Party Acquirer. Following Successful Completion of a Phase 2 Clinical Trial for the Product pursuant to the Clinical Development Plan, OV and Eisai shall cooperate to identify one or more potential Third Party (a “Program Acquirer”) to acquire (whether through sale, license, merger or otherwise) and assume the rights to Develop, Manufacture and Commercialize the Product in the Field in the Territory. The Parties understand and agree that entry into any such agreement with a Program Acquirer (the “Program Acquirer Agreement”) shall be at the sole discretion of OV with the consent of Eisai, not to be unreasonably withheld, conditioned or delayed; provided that, following the expiration of the Option Exclusivity Period, Eisai shall be deemed to consent to such transaction where the Program Acquirer, together with its Affiliates, had at least One Hundred Million US Dollars ($100,000,000.00) of sales in the immediately preceding Calendar Year derived from sales of pharmaceutical products. If a suitable Third Party Acquirer is not secured, OV reserves the right, either itself or through its Affiliates, to advance the Product through Phase 3 Clinical Trials and Commercialize the Product.

Third Party Acquirer. Following Successful Completion completion of a Phase 2 Clinical Trial for the Product pursuant to the Clinical Development Plan, OV and Eisai 2-BBB shall cooperate to identify one or more potential Third Party (a “Program Acquirer”) to acquire (whether through sale, license, merger or otherwise) and assume the rights to Develop, Manufacture and Commercialize the Product in the Field in the Territory. The Parties understand and agree that entry into any such agreement with a Program Acquirer (the “Program Acquirer Agreement”) shall be at the sole discretion of OV with the consent of Eisai2-BBB, not to be unreasonably withheld, conditioned withheld or delayed; provided that, following the expiration of the Option Exclusivity Period, Eisai that 2-BBB shall be deemed to consent to such transaction where the Program Acquirer, together with its Affiliates, had at least One Hundred Fifty Million US Dollars ($100,000,000.0050,000,000.00) of sales in the immediately preceding Calendar Year derived from sales of pharmaceutical products. If a suitable Third Party Acquirer is not secured, secured within twelve (12) months following the completion of a Phase 2 Clinical Trial OV reserves the rightshall continue to use Commercially Reasonable efforts, either itself or through its Affiliates, to advance the Product through Phase 3 Clinical Trials and Commercialize the Product.