Common use of Ambit Option Clause in Contracts

Ambit Option. 4.4.1.If profiling by Ambit of a Cephalon Library Compound or Derivative Compound demonstrates that a significant mechanism of action of the Cephalon Library Compound or Derivative Compound is modulation of an Ambit Target, as determined by the JRC, then Ambit shall be entitled to and at Ambit’s sole election upon written notice to Cephalon Ambit will receive an exclusive option (the “Option”) from Cephalon for such Cephalon Library Compound or Derivative Compound (the “Option Compound”), as the case may be. Such written notice from Ambit shall specify the Option Compound to be covered by the Option along with reasonable supporting research and analysis demonstrating the requisite level of action of the Option Compound against the Ambit Target. Ambit shall be entitled to receive an Option for an Option Compound if it provides the written notice described above no later than the latter of (i) […***…] after completion of the initial screening of the applicable Option Compound against the applicable Ambit Target(s) as demonstrated by Ambit’s records or (ii) […***…] after the date on which the applicable Ambit Target was designated an Ambit Target pursuant to the terms hereof. Subject to Sections 4.4.2 and 4.4.3, each Option, which shall be exercisable during the Initial Term, is for an exclusive, worldwide, non-sublicenseable (except as permitted by Sections 4.7 and 18.15), non-transferable (except as permitted by Section 4.7), royalty-free (except as set forth in Section 4.11), perpetual (except as expressly set forth herein) license (the “Option License”) under the Cephalon IP and Cephalon’s share of the Licensed Compound IP to develop, make, have made, use, sell, offer to sell and import Licensed Compounds, solely in connection with products that modulate the Ambit Target. Within […***…] of Ambit’s receiving an Option, Cephalon shall notify Ambit whether the corresponding Option Compound(s) are subject to any Third Party payment or other obligations or are covered by Cephalon IP. Within […***…] of receipt of such notice from ***Confidential Treatment Requested Cephalon, Ambit may elect to terminate its Option if the Option Compound is subject to such Third Party obligations, and such termination shall not be counted for purposes of Section 4.4.4. If Ambit does not cancel the Option within such […***…] period, Ambit agrees that it shall be solely responsible for satisfying such Third Party obligations.

Ambit Option. 4.4.1.If 4.4.1 If profiling by Ambit of a Cephalon Library Compound or Derivative Compound demonstrates that a significant mechanism mechanism, of action of the Cephalon Library Compound or Derivative Compound is modulation of an Ambit Target, as determined by the JRC, then Ambit shall be entitled to to. and at Ambit’s sole election upon written notice to Cephalon Ambit will receive an exclusive option (the “Option”) from Cephalon for such Cephalon Library Compound or Derivative Compound (the “Option Compound”), as the case may be. Such written notice from Ambit shall specify the Option Compound to be covered by the Option along with reasonable supporting research and analysis demonstrating the requisite level of action of the Option Compound against the Ambit Target. Ambit shall be entitled to receive an Option for an Option Compound if it provides the written notice described above no later than the latter of (i) […***…] six (6) months after completion of the initial screening of the applicable Option Compound against the applicable Ambit Target(s) as demonstrated by Ambit’s records or (ii) […***…] six (6) months after the date on which the applicable Ambit Target was designated an Ambit Target pursuant to the terms hereof. Subject to Sections 4.4.2 and 4.4.3, each Option, which shall be exercisable during the Initial Term, is for an exclusive, worldwide, non-sublicenseable (except as permitted by Sections 4.7 and 18.15), non-transferable nontransferable (except as permitted by Section 4.7), royalty-free (except as set forth in Section 4.11), perpetual (except as expressly set forth herein) license (the “Option License”) under the Cephalon IP and Cephalon’s share of the Licensed Compound IP to develop, make, have made, use, sell, offer to sell and import Licensed Compounds, solely in connection with products that modulate the Ambit Target. Within […***…] thirty (30) days of Ambit’s receiving an Option, Cephalon shall notify Ambit whether the corresponding Option Compound(s) are subject to any Third Party payment or other obligations or are covered by Cephalon IP. Within […***…] thirty (30) days of receipt of such notice from ***Confidential Treatment Requested Cephalon, Ambit may elect to terminate its Option if the Option Compound is subject to such Third Party obligations, and such termination shall not be counted for purposes of Section 4.4.4. If Ambit does not cancel the Option within such […***…] thirty (30) day period, Ambit agrees that it shall be solely responsible for satisfying such Third Party obligations.