Common use of Buy-Back Option Clause in Contracts

Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of the Effective Date, subject to the terms of the next succeeding paragraph. Said option may hereinafter be referred to as the "Buy Back Option."‌ The Buy Back Option may only be exercised (i) if Developer has failed to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; and (ii) if, not later than thirty (30) days after the second (2nd) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends to exercise the Buy Back Option. If the conditions in (i) and (ii) above are satisfied, the City must repurchase the Property within ninety (90) days after the effective date of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lender.

Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developeris hereby acknowledged, Developer hereby grants solely during the Lock-up Period, the Company may make a single election, upon delivery to the City an option Holder of no less than five (5) business days prior written notice (a “Buy Back Notice”), to repurchase purchase from the Property Holder up to fifty percent (50%) of the Stock Payment Shares issued to Holder by paying to Holder for each such Stock Payment Share a total purchase price in cash equal to 110% of volume weighted average price of Two Million Nine Hundred Seventy-Five Thousand the Stock Payment Shares as reported by Bloomberg, L.P. on the Principal Market for the fifteen (15) day period immediately preceding (but also including) the date upon which the Holder receives the Buy Back Notice (the “Buy Back Payment Amount”). The Buy Back Notice shall be required to include a representation and 00/100 Dollars ($2,975,000.00) warranty from the Company that as of the second (2nd) anniversary date of delivery of the Effective Date, subject to the terms of the next succeeding paragraph. Said option may hereinafter be referred to as the "Buy Back Option."‌ The Buy Back Option may only be exercised (i) if Developer has failed to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; and (ii) if, not later than thirty (30) days after the second (2nd) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends , all material non-public information relating to exercise the Company shall have been publicly disclosed (the “Buy Back Rep”). In the event of a breach by the Company of the Buy Back Option. If the conditions in (i) and (ii) above are satisfiedRep, the City must repurchase the Property Holder shall be entitled, but not required, to make within ninety (90) days after the effective date of its receipt of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the original Buy Back Notice, Developer a demand of the Company, and the Company shall provide all information reasonably requested immediately upon receipt of such demand, pay to Holder in cash, an amount equal to the remainder of (i) the product of (1) each Stock Payment Share sold to the Company pursuant to the original Buy Back Notice multiplied by (2) 110% of volume weighted average price of the Stock Payment Shares as reported by Bloomberg, L.P. on the Principal Market for the fifteen (15) day period immediately preceding (but also including) any date elected by the CityHolder within the ninety (90) day period following receipt by the Holder of the original Buy Back Notice, including information regarding less (ii) the status of any and all liens and encumbrances pertaining Buy Back Payment Amount to the Property and any improvements thereon.‌‌ For purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee extent previously paid by the construction lenderCompany to the Holder. All documentation reasonably deemed necessary by Holder to evidence such purchase by Company under this Section 7 (a “Buy Back”) shall be required to be in form and substance satisfactory to Holder in all respects. All costs and expenses associated with a Buy Back shall be an obligation of and paid for by the Company.

Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00) in hand paid by 16.1. XXXXX reserves the City to Developer and other good and valuable consideration, right during the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of the Effective DateTerm, subject to applicable Japanese laws and regulations, to revoke the rights granted to ZENYAKU pursuant to this Agreement without any liability, subject to ASLAN complying with the terms of the next succeeding paragraph. Said option may hereinafter be referred to as the set out below ("Buy Buy-Back Option")."‌ The Buy 16.2. XXXXX may exercise the Buy-Back Option may only be exercised (i) if Developer has failed to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; and (ii) if, not later than thirty (30) days after the second (2nd) anniversary of the Effective Date, the City gives Developer serving written notice to this effect (the "Buy Buy-Back Notice") that it intends to exercise the Buy Back OptionZENYAKU. If the conditions in (i) and (ii) above are satisfiedUpon such service, the City must repurchase Parties shall discuss and agree (time being of the Property within ninety essence) what matters and procedures are needed in order to effect an orderly transition of Development and/or Commercialisation of the Products in the Territory to ASLAN or its nominee, including without limitation: (90a) days after the effective date of the Buy final revocation of the rights granted to ZENYAKU pursuant to this Agreement as effected by the Buy-Back Notice or Option, and the City's right to do so date the Buy-Back Option shall be deemed waived and of no further force or effect. If to have been exercised (the City fails to give the Buy “Buy-Back Notice within the thirty (30Effective Date”) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after more than [***] from the effective date of the Buy Back Notice; and the period between the date of service of the Buy-Back Notice and the Buy-Back Effective Date shall be termed the “Buy-Back Transition Period”; (b) what development and/or commercialisation activities shall be pursued by ZENYAKU during the Buy-Back Transition Period; (c) who shall bear the costs of the matters referred to in (b). 16.3. Once the Buy-Back Option has been exercised, Developer XXXXX shall provide all information reasonably requested by pay to ZENYAKU a sum (the City“Buy-Back Fee”) calculated as follows: 16.3.1. If ASLAN exercises the Buy-Back Option before enrolment of the first patient in the phase 3 study of the Product in the Territory, including information regarding the status Buy-Back Fee shall be a sum equal to: • [***]; plus • [***]. 16.3.2. If ASLAN exercises the Buy-Back Option after enrolment of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ first patient in the phase 3 study of the Product in the Territory, the Buy-Back Fee shall be a sum equal to: • [***]; plus • [***]. For the purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lender.clause: •

Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00a) in hand paid by If at any time after the City to Developer and other good and valuable considerationdate hereof, the receipt Seller enters into a definitive agreement to consummate a Change of Control, or a Change of Control is otherwise announced, each of the Seller and sufficiency the Buyer shall have the option (the “Buy-Back Option”) to, in the case of which are acknowledged by Developerthe Seller exercising such option, Developer hereby grants to repurchase from the City an option Buyer, and in the case of the Buyer exercising such option, cause the Seller to repurchase from the Property Buyer, in each case, [ * ] of each of the Revenue Participation Right and the Milestone Right (collectively, the “Buy-Back Assets”) that will become due (and, if applicable, are due or may become due) pursuant to Section 5.2(a) and Section 5.12 for a total purchase price (the “Buy-Back Price”) equal to [ * ] of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars the Funded Amount ($2,975,000.00) determined as of the second date of consummation of such Change of Control). In relation to a Change of Control, either party may (2ndbut is not obligated to) anniversary exercise the Buy-Back Option once only and solely during the Option Exercise Period by delivering to the other party a written notice stating its decision to exercise the Buy-Back Option and the related Change of Control (the “Buy-Back Notice”). Exercise of the Effective Date, subject Buy-Back Option by either party shall be irrevocable. The Seller’s obligation to consummate the terms repurchase of the next succeeding paragraph. Said option may hereinafter be referred to as Buy-Back Assets following the "Buy Back Option."‌ The Buy exercise of the Buy-Back Option may only shall be exercised contingent upon the consummation of either (i) if Developer has failed the Change of Control identified in the Buy-Back Notice (the “Original Transaction”) or (ii) a different Change of Control pursuant to Commence Construction (defined below) a definitive agreement entered into with or otherwise announced involved one or more third parties prior to, concurrently with or promptly following the termination of the Project definitive agreement or withdrawal of a tender offer in respect of the Original Transaction (a “Topping Transaction”, and collectively with the Original Transaction, a “COC Transaction”); if neither the Original Transaction nor a Topping Transaction is consummated, the exercise of the Buy-Back Option shall be void and with respect to any subsequent Change of Control each of the Seller and the Buyer shall have the option to exercise the Buy-Back Option with respect to such subsequent Change of Control in accordance with the foregoing provisions. References to consummation or closing in connection with a Change of Control shall refer to the first transaction in a series of related transactions that constitutes a Change of Control. (b) If either party exercises the Buy-Back Option, the Seller shall pay, or shall cause to be paid, the Buy-Back Price to and purchase the Buy-Back Assets from, the Buyer on the same day as the consummation of the COC Transaction (or the following Business Day if the COC Transaction is consummated on a day that is not a Business Day). (c) The payment of the Buy-Back Price shall be made by wire transfer of immediately available funds to one or more accounts specified by the second anniversary Buyer. Upon the Buyer’s receipt of the Effective DateBuy-Back Price, (i) all rights of the Buyer under Section 5.2 and Section 5.12 shall immediately terminate; and (ii) ifexcept as set forth in Section 7.5, not later than thirty (30) days after the second (2nd) anniversary other obligations of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends to exercise the Buy Back Option. If the conditions in (i) and (ii) above are satisfied, the City must repurchase the Property within ninety (90) days after the effective date parties hereunder shall automatically without any further action of the Buy Back Notice or the City's right to do so shall parties be deemed waived to be released and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice irrevocably terminated and repurchase the Property this Agreement shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lenderautomatically terminate.

Buy-Back Option. In consideration 16.1 If ARIAD US undergoes a Change of Ten Dollars and 00/100 Dollars Control prior to six ($10.006) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of years from the Effective Date, subject to ARIAD US’s successor (“ARIAD US Successor”) shall have the terms right, within [***] of the next succeeding paragraph. Said option may hereinafter be referred effective date of the Change of Control to as elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the "Buy expiry of the Term (the “Buy-Back Option."‌ The Buy ”). ARIAD US Successor shall exercise such Buy-Back Option may only be exercised by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) if Developer has failed the proposed date of early termination, which (A) in the case of a Termination Notice prior to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; , shall be the third anniversary of the Effective Date, and (B) in all other cases shall be the one-year anniversary of Termination Notice, in each case such termination not to be effectuated later than seven (7) years after Effective Date and (ii) if, not later than thirty whether payment option (30A) days after or (B) set forth in Section 16.2 is elected. On the second sixth (2nd6th) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends right to give a Termination Notice in order to exercise the Buy Buy-Back Option shall expire and ARIAD US Successor shall have no right to terminate this License Agreement and all ancillary arrangements relating thereto pursuant to this ARTICLE 16. 16.2 Upon exercise of the Buy-Back Option. If the conditions in , ARIAD US Successor shall [***], pay to ARIAD SWISSCO (i) an amount equal to the Purchase Price (as defined in the Share Purchase Agreement) plus all milestone and Development Costs previously paid by ARIAD SWISSCO to ARIAD US or ARIAD US Successor pursuant to this Agreement; and (ii) above are satisfiedat [***], either (A) an amount equal to [***] Net Sales of the City must repurchase Product of ARIAD SWISSCO for the Property within ninety twelve (9012) days after month period ending upon termination of this Agreement and a payment of twenty-five percent (25%) of Net Sales of the effective Product sold by ARIAD US Successor, its affiliates and sublicensees in the Territory with effect from the date of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes termination of this Agreement; or (B) an amount equal to [***] the Net Sales of the Product [***] in accordance with applicable accounting standards for the twelve (12) month period ending upon termination of this Agreement plus a payment of twenty percent (20%) of Net Sales of the Product sold by ARIAD US Successor, "Commence Construction" means its affiliates and sublicensees in the Territory with effect from the date Developer is issued of termination of this Agreement. The payments being a City building permit percent Net Sales shall be made during the Full Royalty Term, and shall reduce to [***] of Net Sales thereafter for the ProjectReduced Royalty Term. At such time as Developer or a permitted assignee closes Sections 19.2.3, 19.3, 19.5, 19.6, 19.7, 19.9, and 19.10 shall apply mutatis mutandi to payments on the construction loan it intends Net Sales made pursuant to obtain for the construction this Section 16.2 and to ARIAD US Successor in connection therewith. Following exercise of the ProjectBuy-Back Option, Developer will, or will cause its permitted assignee, to provide a copy the payment obligations under this Section 16.2 shall survive any termination of this Agreement and shall be binding upon ARIAD US and ARIAD US Successor. 16.3 Following exercise of the completion guaranty required Buy-Back Option the Transition Back Arrangements will apply, and both Parties shall implement the same. 16.4 If, within [***] after the exercise of the principals Buy-Back Option, ARIAD US Successor determines to [***], ARIAD US Successor shall (and ARIAD US shall ensure that ARIAD US Successor shall) so notify ARIAD SWISSCO in writing, and if ARIAD SWISSCO desires to enter into negotiations with ARIAD US Successor with respect to such [***], ARIAD SWISSCO shall so notify ARIAD US Successor in writing within [***] of Developer or receipt of ARIAD US Successor’s written notice, and in such assignee case the Parties shall enter into exclusive good faith negotiations with respect to such [***]. If, notwithstanding such negotiations, the Parties are unable to reach a definitive agreement within [***] after ARIAD US Successor’s receipt of ARIAD SWISSCO’s written notice, then ARIAD US Successor shall be free to negotiate and [***]. Notwithstanding anything to the contrary contained herein, in no event shall the entering into [***] by ARIAD SWISSCO with ARIAD US Successor with respect to such rights [***] affect in any manner any of the construction lenderpayments due to ARIAD SWISSCO under this ARTICLE 16, unless mutually agreed by ARIAD SWISSCO and ARIAD US Successor.

Buy-Back Option. In consideration If at any time during the Buy-Back Window, Seller enters into a definitive agreement to consummate a Change of Ten Dollars and 00/100 Control, Seller shall have the option (the “Buy-Back Option”) to repurchase from the Buyer one hundred percent (100%) of the Revenue Participation Right that will become due (and, if applicable, is due) pursuant to Section 5.2(a) for a purchase price of One Hundred Fifty-Five Million Dollars ($10.00155,000,000) in hand paid cash (the “Buy-Back Price”). Seller may exercise the Buy-Back Option once only and solely during the Option Exercise Period, by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants delivering to the City an option to repurchase Seller notice thereof (the Property for a total purchase price of Two Million Nine Hundred Seventy“Buy-Five Thousand and 00/100 Dollars ($2,975,000.00) as Back Notice”). Exercise of the second (2nd) anniversary Buy-Back Option shall be irrevocable. Seller’s obligation to consummate the repurchase of the Effective Date, subject to Revenue Participation Right following the terms exercise of the next succeeding paragraph. Said option may hereinafter be referred to as the "Buy Back Option."‌ The Buy Buy-Back Option may only shall be exercised contingent upon the consummation of either (i) if Developer has failed such Change of Control (the “Original Transaction”) or (ii) a Change of Control pursuant to Commence Construction (defined below) a definitive agreement entered into with a third party prior to, concurrently with or promptly following the termination of the Project definitive agreement in respect of the Original Transaction (a “Topping Transaction” and collectively with the Original Transaction, a “COC Transaction”); if neither the Original Transaction nor a Topping Transaction is consummated, the exercise of the Buy-Back Option shall be void and the Seller shall have no right to exercise the Buy-Back Option in the future. If the Seller exercises the Buy-Back Option, Seller shall, on or before [*] following the consummation of a COC Transaction, purchase from the Buyer all of Buyer’s rights to the Revenue Participation Rights that will become due pursuant to Section 5.2(a) for the Buy-Back Price. The payment of the Buy-Back Price shall be made by wire transfer of immediately available funds to one or more accounts specified by the second anniversary Buyer or, if not timely designated by Buyer, to the account to which payments under the Participation Payments were transmitted or are to be transmitted pursuant to Section 5.2(a). Upon Buyer’s receipt of the Effective DateBuy-Back Price, (a) all rights of Buyer under Section 5.2 shall immediately terminate; and (iib) ifexcept as set forth in Section 8.4, not later than thirty (30) days after the second (2nd) anniversary all obligations of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends to exercise the Buy Back Option. If the conditions in (i) and (ii) above are satisfied, the City must repurchase the Property within ninety (90) days after the effective date parties hereunder shall automatically without any further action of the Buy Back Notice or the City's right to do so shall parties be deemed waived to be released and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lenderirrevocably terminated.

Buy-Back Option. In consideration 16.1 If ARIAD US undergoes a Change of Ten Dollars and 00/100 Dollars Control prior to six ($10.006) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of years from the Effective Date, subject to ARIAD US’s successor (“ARIAD US Successor”) shall have the terms right, within [**] of the next succeeding paragraph. Said option may hereinafter be referred effective date of the Change of Control to as elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the "Buy expiry of the Term (the “Buy-Back Option."‌ The Buy ”). ARIAD US Successor shall exercise such Buy-Back Option may only be exercised by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) if Developer has failed the proposed date of early termination, which (A) in the case of a Termination Notice prior to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; , shall be the third anniversary of the Effective Date, and (B) in all other cases shall be the one-year anniversary of Termination Notice, in each case such termination not to be effectuated later than seven (7) years after Effective Date and (ii) if, not later than thirty whether payment option (30A) days after or (B) set forth in Section 16.2 is elected. On the second sixth (2nd6th) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends right to give a Termination Notice in order to exercise the Buy Buy-Back Option shall expire and ARIAD US Successor shall have no right to terminate this License Agreement and all ancillary arrangements relating thereto pursuant to this ARTICLE 16. 16.2 Upon exercise of the Buy-Back Option. If the conditions in , ARIAD US Successor shall prior to and as a condition to termination of this Agreement, pay to ARIAD SWISSCO (i) an amount equal to the Purchase Price (as defined in the Share Purchase Agreement) plus all milestone and Development Costs previously paid by ARIAD SWISSCO to ARIAD US or ARIAD US Successor pursuant to this Agreement; and (ii) above are satisfiedat ARIAD US Successor’s election in the Termination Notice, either (A) an amount equal to [**] Net Sales of the City must repurchase Product of ARIAD SWISSCO for the Property within ninety twelve (9012) days after month period ending upon termination of this Agreement and a payment of twenty-five percent (25%) of Net Sales of the effective Product sold by ARIAD US Successor, its affiliates and sublicensees in the Territory with effect from the date of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes termination of this Agreement; or (B) an amount equal to [**] the Net Sales of the Product recorded in the accounts of ARIAD SWISSCO in accordance with applicable accounting standards for the twelve (12) month period ending upon termination of this Agreement plus a payment of twenty percent (20%) of Net Sales of the Product sold by ARIAD US Successor, "Commence Construction" means its affiliates and sublicensees in the Territory with effect from the date Developer is issued of termination of this Agreement. The payments being a City building permit percent Net Sales shall be made during the Full Royalty Term, and shall reduce to [**] of Net Sales thereafter for the ProjectReduced Royalty Term. At such time as Developer or a permitted assignee closes Sections 19.2.3, 19.3, 19.5, 19.6, 19.7, 19.9, and 19.10 shall apply mutatis mutandi to payments on the construction loan it intends Net Sales made pursuant to obtain for the construction this Section 16.2 and to ARIAD US Successor in connection therewith. Following exercise of the ProjectBuy-Back Option, Developer will, or will cause its permitted assignee, to provide a copy the payment obligations under this Section 16.2 shall survive any termination of this Agreement and shall be binding upon ARIAD US and ARIAD US Successor. 16.3 Following exercise of the completion guaranty required Buy-Back Option the Transition Back Arrangements will apply, and both Parties shall implement the same. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 16.4 If, within [**] after the exercise of the principals Buy-Back Option, ARIAD US Successor determines to [**], ARIAD US Successor shall (and ARIAD US shall ensure that ARIAD US Successor shall) so notify ARIAD SWISSCO in writing, and if ARIAD SWISSCO desires to enter into negotiations with ARIAD US Successor with respect to such [**], ARIAD SWISSCO shall so notify ARIAD US Successor in writing within [**] of Developer or receipt of ARIAD US Successor’s written notice, and in such assignee case the Parties shall enter into exclusive good faith negotiations with respect to such [**]. If, notwithstanding such negotiations, the Parties are unable to reach a definitive agreement within [**] after ARIAD US Successor’s receipt of ARIAD SWISSCO’s written notice, then ARIAD US Successor shall be free to negotiate and [**]. Notwithstanding anything to the contrary contained herein, in no event shall the entering into [**] by ARIAD SWISSCO with ARIAD US Successor with respect to such rights [**] affect in any manner any of the construction lenderpayments due to ARIAD SWISSCO under this ARTICLE 16, unless mutually agreed by ARIAD SWISSCO and ARIAD US Successor.

Buy-Back Option. In consideration 16.1 If ARIAD US undergoes a Change of Ten Dollars and 00/100 Dollars Control prior to six ($10.006) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of years from the Effective Date, subject to ARIAD US’s successor (“ARIAD US Successor”) shall have the terms right, within [**] of the next succeeding paragraph. Said option may hereinafter be referred effective date of the Change of Control to as elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the "Buy expiry of the Term (the “Buy-Back Option."‌ The Buy ”). ARIAD US Successor shall exercise such Buy-Back Option may only be exercised by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) if Developer has failed the proposed date of early termination, which (A) in the case of a Termination Notice prior to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; , shall be the third anniversary of the Effective Date, and (B) in all other cases shall be the one-year anniversary of Termination Notice, in each case such termination not to be effectuated later than seven (7) years after Effective Date and (ii) if, not later than thirty whether payment option (30A) days after or (B) set forth in Section 16.2 is elected. On the second sixth (2nd6th) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends right to give a Termination Notice in order to exercise the Buy Buy-Back Option shall expire and ARIAD US Successor shall have no right to terminate this License Agreement and all ancillary arrangements relating thereto pursuant to this ARTICLE 16. 16.2 Upon exercise of the Buy-Back Option. If the conditions in , ARIAD US Successor shall prior to and as a condition to termination of this Agreement, pay to ARIAD SWISSCO (i) an amount equal to the Purchase Price (as defined in the Share Purchase Agreement) plus all milestone and Development Costs previously paid by ARIAD SWISSCO to ARIAD US or ARIAD US Successor pursuant to this Agreement; and (ii) above are satisfiedat ARIAD US Successor’s election in the Termination Notice, either (A) an amount equal to [**] Net Sales of the City must repurchase Product of ARIAD SWISSCO for the Property within ninety twelve (9012) days after month period ending upon termination of this Agreement and a payment of twenty-five percent (25%) of Net Sales of the effective Product sold by ARIAD US Successor, its affiliates and sublicensees in the Territory with effect from the date of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon.‌‌ For purposes termination of this Agreement; or (B) an amount equal to [**] the Net Sales of the Product recorded in the accounts of ARIAD SWISSCO in accordance with applicable accounting standards for the twelve (12) month period ending upon termination of this Agreement plus a payment of twenty percent (20%) of Net Sales of the Product sold by ARIAD US Successor, "Commence Construction" means its affiliates and sublicensees in the Territory with effect from the date Developer is issued of termination of this Agreement. The payments being a City building permit percent Net Sales shall be made during the Full Royalty Term, and shall reduce to [**] of Net Sales thereafter for the ProjectReduced Royalty Term. At such time as Developer or a permitted assignee closes Sections 19.2.3, 19.3, 19.5, 19.6, 19.7, 19.9, and 19.10 shall apply mutatis mutandi to payments on the construction loan it intends Net Sales made pursuant to obtain for the construction this Section 16.2 and to ARIAD US Successor in connection therewith. Following exercise of the ProjectBuy-Back Option, Developer will, or will cause its permitted assignee, to provide a copy the payment obligations under this Section 16.2 shall survive any termination of this Agreement and shall be binding upon ARIAD US and ARIAD US Successor. 16.3 Following exercise of the completion guaranty required Buy-Back Option the Transition Back Arrangements will apply, and both Parties shall implement the same. 16.4 If, within [**] after the exercise of the principals Buy-Back Option, ARIAD US Successor determines to [**], ARIAD US Successor shall (and ARIAD US shall ensure that ARIAD US Successor shall) so notify ARIAD SWISSCO in writing, and if ARIAD SWISSCO desires to enter into negotiations with ARIAD US Successor with respect to such [**], ARIAD SWISSCO shall so notify ARIAD US Successor in writing within [**] of Developer or receipt of ARIAD US Successor’s written notice, and in such assignee case the Parties shall enter into exclusive good faith negotiations with respect to such [**]. If, notwithstanding such negotiations, the Parties are unable to reach a definitive agreement within [**] after ARIAD US Successor’s receipt of ARIAD SWISSCO’s written notice, then ARIAD US Successor shall be free to negotiate and [**]. Notwithstanding anything to the contrary contained herein, in no event shall the entering into [**] by ARIAD SWISSCO with ARIAD US Successor with respect to such rights [**] affect in any manner any of the construction lenderpayments due to ARIAD SWISSCO under this ARTICLE 16, unless mutually agreed by ARIAD SWISSCO and ARIAD US Successor.

Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00a) in hand paid If GBR makes a Stage 2 Election to not proceed to acquire the Stage 2 Interest or for any other reason does not earn the Stage 2 Interest by the City to Developer and other good and valuable consideration, end of the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City Stage 2 Option Period (Decision Date) then PMPL shall have an option exercisable within a period of 120 days from the Decision Date (Buy-Back Option), to repurchase give notice to GBR requiring that GBR transfer its Stage 1 Interest to PMPL (Buy-Back Notice) for an amount being the Property for a total purchase price aggregate of Two Million Nine Hundred Seventy-Five Thousand all costs properly and 00/100 Dollars directly incurred by GBR in respect of acquiring the Stage 1 Interest: ($2,975,000.001) as agreed by GBR and PMPL; or (2) failing agreement, as determined by the Accountants; or (3) if the Company does not have Accountants engaged or the Accountants are not willing or able to provide such a determination, an expert appointed by the President of the second Resolution Institute (2ndAustralia), to which the provisions of clauses 28.3 to 28.7 will apply, mutatis mutandis, (Buy-Back Price). (b) anniversary Completion of the Effective Buy-Back Option shall take place on the Business Day 20 Business Days after the later of: (1) the agreement or determination of the Buy-Back Price; and (2) obtainment of any Authorisation required (the Buy-Back Completion Date). (c) On the Buy-Back Completion Date, subject to unless PMPL has withdrawn the terms of the next succeeding paragraph. Said option may hereinafter be referred to as the "Buy Back Option."‌ The Buy Back Option may only be exercised (i) if Developer has failed to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; and (ii) if, not later than thirty (30) days after the second (2nd) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends to exercise the Buy Back Option. If the conditions in (i) and (ii) above are satisfied, the City must repurchase the Property within ninety (90) days after the effective date of the Buy Buy-Back Notice or by notice in writing to GBR: (1) PMPL must pay the City's right Buy-Back Price to do so shall be deemed waived and of no further force or effect. GBR in Immediately Available Funds; and (2) GBR must transfer the Stage 1 Interest to PMPL free from any Encumbrances. (d) If the City fails to PMPL does not give the Buy Buy-Back Notice within the thirty (30) day prescribed period referenced in (ii) aboveclause 6.5(a), or GBR withdraws the City's right to issue the Buy Buy-Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining prior to the Property and any improvements thereon.‌‌ For purposes of this Agreement, "Commence Construction" means Buy-Back Completion Date then GBR shall retain the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lenderStage 1 Interest.