Common use of Buy-Back Option Clause in Contracts

Buy-Back Option. 16.1 If ARIAD US undergoes a Change of Control prior to six (6) years from the Effective Date, ARIAD US’s successor (“ARIAD US Successor”) shall have the right, within [**] of the effective date of the Change of Control to elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the expiry of the Term (the “Buy-Back Option”). ARIAD US Successor shall exercise such Buy-Back Option by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) the proposed date of early termination, which (A) in the case of a Termination Notice prior to 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) whether payment option (A) or (B) set forth in Section 16.2 is elected. On the sixth (6th) anniversary of the Effective Date, the right to give a Termination Notice in order to exercise the 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.

Buy-Back Option. 16.1 If ARIAD US undergoes a Change of Control prior to six (6) years from the Effective Date, ARIAD US’s successor (“ARIAD US Successor”) shall have the right, within [***] of the effective date of the Change of Control to elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the expiry of the Term (the “Buy-Back Option”). ARIAD US Successor shall exercise such Buy-Back Option by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) the proposed date of early termination, which (A) in the case of a Termination Notice prior to 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) whether payment option (A) or (B) set forth in Section 16.2 is elected. On the sixth (6th) anniversary of the Effective Date, the right to give a Termination Notice in order to exercise the 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.