Common use of Buy-Out Option Clause in Contracts

Buy-Out Option. 17.1 On a Royalty Product by Royalty Product basis, once the aggregate Net Sales for a Royalty Product have exceeded GBP £[***], Autolus shall thereafter have a right, exercisable on written notice at any time, to negotiate with UCLB to buy out UCLB’s rights to Royalties, Milestone Payments and Sublicence Payments Sales Milestone Payments on such Royalty Product (for each Royalty Product a “Buy-Out Option”). The reference to “buy out” in this Clause shall mean that UCLB shall cease to be entitled to Royalties in exchange for some other cash consideration. 17.2 Upon exercising the Buy-Out Option by way of Autolus serving a written notice on UCLB, the following shall apply until expiry of [***] after the date Autolus’s notice is deemed served (unless extended by agreement between the Parties): 17.2.1 Autolus and UCLB shall promptly and actively negotiate throughout the [***] period, in good faith and acting reasonably, fair and reasonable terms for, and the, conclusive agreement upon which the buy-out may be exercised; 17.2.2 in so far as UCLB does not actively and properly participate in such negotiations or does not act reasonably or in good faith, the [***] period shall be extended by a period equal to, or otherwise fairly calculated to, compensate for any delay in or absence from a negotiation by UCLB in accordance with the principles under Clause 17.2.1.

Buy-Out Option. 17.1 14.1 On a Royalty Product by Royalty Product basis, once the aggregate Net Sales for a Royalty Product have exceeded GBP £[***], Autolus ] Liverco shall thereafter have a right, exercisable on written notice at any time, to negotiate with UCLB to buy out UCLB’s rights to Royalties, Milestone Payments Royalties and Sublicence Payments Sales (if applicable) Milestone Payments on such Royalty Product (for each Royalty Product a “Buy-Out Option”). The reference to “buy out” in this Clause shall mean that UCLB shall cease to be entitled to Royalties or Milestone Payments in exchange for some other cash consideration. 17.2 14.2 Upon exercising the Buy-Out Option by way of Autolus Liverco serving a written notice on UCLB, the following shall apply until expiry of [***] after the date AutolusLiverco’s notice is deemed served (unless extended by agreement between the Parties): 17.2.1 Autolus 14.2.1 Liverco and UCLB shall promptly and actively negotiate throughout the [***] period, in good faith and acting reasonably, fair and reasonable terms for, and the, conclusive agreement upon which the buy-out may be exercised; 17.2.2 14.2.2 in so far as UCLB does not actively and properly participate in such negotiations or does not act reasonably or in good faith, an independent expert shall be appointed by Liverco following the [***] period shall be extended by a period equal to, or otherwise fairly calculated to, compensate for any delay in or absence from a negotiation by UCLB in accordance with determine the principles under Clause 17.2.1valuation of the buy-out on applicable industry standards.

Buy-Out Option. 17.1 a. On a Royalty Product by Royalty Product basis, once the aggregate Net Sales for a Royalty Product have exceeded GBP £[***], Autolus shall thereafter have a right, exercisable on written notice at any time, to negotiate with UCLB to buy out UCLB’s rights to Royalties, Milestone Payments and Sublicence Or Patent Sale Payments Sales Milestone Payments on such Royalty Product (for each Royalty Product a “Buy-Out Option”). The reference to “buy out” in this Clause shall mean that UCLB shall cease to be entitled to Royalties in exchange for some other cash consideration. 17.2 b. Upon exercising the Buy-Out Option by way of Autolus serving a written notice on UCLB, the following shall apply until expiry of [***] after the date Autolus’s notice is deemed served (unless extended by agreement between the Parties): 17.2.1 i.. Autolus and UCLB shall promptly and actively negotiate throughout the [***] period, in good faith and acting reasonably, fair and reasonable terms for, and the, conclusive agreement upon which the buy-out may be exercised; 17.2.2 ii.. in so far as UCLB does not actively and properly participate in such negotiations or does not act reasonably or in good faith, the [***] period shall be extended by a period equal to, or otherwise fairly calculated to, compensate for any delay in or absence from a negotiation by UCLB in accordance with the principles under Clause 17.2.1.