Commercially Reasonable Efforts means, with respect to a particular task or obligation, a level of efforts that is consistent with the general practice followed by Parent relating to other pharmaceutical compounds, products or therapies owned by it, or to which it has exclusive rights, which are of similar market potential at a similar stage in their development or product life (Relevant Products), taking into account issues of safety and efficacy, product profile, the competitiveness of other products in development and in the marketplace, the proprietary position of the Relevant Products (including with respect to patent or regulatory exclusivity), the regulatory structure involved, the profitability of the Relevant Products (including pricing and reimbursement status achieved or expected to be achieved and including, in respect of a CVR Product, the obligation to make Milestone Payments under this Agreement), and other relevant technical, legal, scientific or medical factors.
CVRs means the rights of Holders (granted to Initial Holders as a consequence of the Offer and the Merger pursuant to the terms of the Merger Agreement) to receive a one-time contingent cash payment of the Milestone Payment pursuant to this Agreement.
CVR Products means any gene therapy product being researched or developed by the Company as of the Closing pursuant to any of the programs known by the Company as of immediately prior to the Effective Date as PR001, PR004, PR006, PR005, PR008, PR009, PR010, PR011, PR012 or PR014, including any form or formulation, and any improvement or enhancement, of any such product.
CVR Register has the meaning set forth in Section 2.3(b).
Delaware Courts has the meaning set forth in Section 6.5(b).
DTC means The Depository Trust Company or any successor thereto.
Equity Award CVR means a CVR received by a Holder in respect of Company Stock Options or Company Restricted Stock (other than any Company Restricted Stock for which a valid and timely election under Section 83(b) of the Code has been made).
Expiration Date means November 30, 2028.
Holder means a Person in whose name a CVR is registered in the CVR Register at the applicable time.
Marketing Authorization means, collectively, all approvals (excluding pricing approvals), licenses, registrations, permits, notifications, and authorizations (including marketing and labeling authorizations) from the relevant Regulatory Authority required by such Regulatory Authority in order to initiate marketing of the applicable CVR Product in any of the applicable Specified Jurisdictions.
Milestone means the receipt by or on behalf of Parent or any of its Affiliates, licensees or rights transferees of Marketing Authorization in any of the Specified Jurisdictions in respect of any CVR Product.
Milestone Notice has the meaning set forth in Section 2.4(a).
Milestone Payment means (a) if the Milestone is achieved on or before December 31, 2024, $4.00 per CVR, (b) if the Milestone is achieved from January 1, 2025 until and including the Expiration Date, an amount per CVR, rounded to the nearest $0.01, equal to (i) $4.00 multiplied by (ii) a fraction, (x) the numerator of which is 47 minus the number of full calendar months that have elapsed since January 1, 2025 and (y) the denominator of which is forty eight (48) and (c) if the Milestone is achieved after the Expiration Date, $0 per CVR. For the avoidance of doubt, such Milestone Payment shall only be due once, if at all, regardless of how many CVR Products may subsequently receive Marketing Authorization.