Common use of Discontinuation Option Clause in Contracts

Discontinuation Option. (a) A Program may only be discontinued in accordance with Section 4.2(c). In the event of such a Program discontinuation during the Term, (i) the Symphony Collaboration shall so notify the Company promptly and in writing of such discontinuation, and (ii) the Company shall have the right and option (a “Discontinuation Option”), exercisable for [ * ] ([ * ]) days after receipt of such written notice from the Symphony Collaboration of such discontinuation, to buy back all rights of the Symphony Collaboration to such discontinued Program, the Products being developed in such discontinued Program, and the Licensed Intellectual Property related to such discontinued Program for a price (payable by wire transfer to the Symphony Collaboration) that is [ * ]% of the sum of (x) the funds expended on such discontinued Program and (y) a share of all non-Program-specific expenditures that is in the same proportion to the total of all non-Program-specific expenditures as the amount in clause (x) of this sentence is to the aggregate of all Program-specific expenditures (such sum, the “Discontinuation Price”), to be reasonably determined between the Parties, or, if the Parties are unable to come to a resolution within [ * ] ([ * ]) days after receipt of such written notice from the Symphony Collaboration of such discontinuation, to be determined in accordance with Section 11(b) hereof; provided, that if the Ophthalmology Program is discontinued, the Discontinuation Price with respect to such Program shall be reduced by [ * ]% of the purchase price paid by Holdings in consideration for the purchase of all Non-IV Shares pursuant to the Stock and Warrant Purchase Agreement. If the Discontinuation Price is determined in accordance with Section 11(b), then the [ * ] ([ * ]) day period for the Company’s exercise of a Discontinuation Option shall be Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. extended by the time needed for such determination so that the Company has at least [ * ] ([ * ]) days after such determination to decide whether it wishes to exercise a Discontinuation Option. Following the unexercised expiration of a Discontinuation Option, the Symphony Collaboration may transfer or license its rights to such Program to a third party at any time. Any Discontinuation Price paid to the Symphony Collaboration by the Company and subsequently dividended or otherwise distributed to Holdings shall reduce the Purchase Price in the amount of such dividends or other distributions.

Discontinuation Option. (a) A Program may only be discontinued in accordance with Section 4.2(c). In the event of such a Program discontinuation during the Term, (i) the Symphony Collaboration Holdings shall so notify the Company promptly and in writing of such discontinuation, and (ii) the Company shall have the right and option (a “Discontinuation Option”), exercisable for [ * ] ([ * ]) days after receipt of such written notice from the Symphony Collaboration Holdings of such discontinuation, to buy back all rights of the Symphony Collaboration Holdings to such discontinued Program, the Products being developed in such discontinued Program, and the Licensed Intellectual Property related to such discontinued Program for a price (payable by wire transfer to the Symphony CollaborationHoldings) that is [ * ]% of the sum of (x) the funds expended on such discontinued Program and (y) a share of all non-Program-specific expenditures that is in the same proportion to the total of all non-Program-specific expenditures as the amount in clause (x) of this sentence is to the aggregate of all Program-specific expenditures (such sum, the “Discontinuation Price”), to be reasonably determined between the Parties, or, if the Parties are unable to come to a resolution within [ * ] ([ * ]) days after receipt of such written notice from the Symphony Collaboration Holdings of such discontinuation, to be determined in accordance with Section 11(b) hereof; provided, that if the Ophthalmology Program is discontinued, the Discontinuation Price with respect to such Program shall be reduced by [ * ]% of the purchase price paid by Holdings in consideration for the purchase of all Non-IV Shares pursuant to the Stock and Warrant Purchase Agreement. If the Discontinuation Price is determined in accordance with Section 11(b), then the [ * ] ([ * ]) day period for the Company’s exercise of a Discontinuation Option shall be extended by the time needed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. extended by the time needed for such determination so that the Company has at least [ * ] ([ * ]) days after such determination to decide whether it wishes to exercise a Discontinuation Option. Following the unexercised expiration of a Discontinuation Option, the Symphony Collaboration may transfer or license its rights to such Program to a third party at any time. Any Discontinuation Price paid to the Symphony Collaboration by the Company and subsequently dividended or otherwise distributed to Holdings shall reduce the Purchase Price in the amount of such dividends or other distributions.

Discontinuation Option. (a) A Program may only be discontinued in accordance with Section 4.2(c). In the event of such a Program discontinuation during the Term, (i) the Symphony Collaboration Icon shall so notify the Company Lexicon promptly and in writing of such discontinuation, and (ii) the Company Lexicon shall have the right and option (a “Discontinuation Option”), exercisable for [ * [**] ([ * ]) days after receipt of such written notice from the Symphony Collaboration Icon of such discontinuation, to buy back all rights of the Symphony Collaboration to such discontinued Program, the Products being developed in such discontinued Program, and the Licensed Intellectual Property related to such discontinued Program for a price (payable by wire transfer to the Symphony CollaborationIcon) that is [ * ]% of the sum of (x) the funds expended on such discontinued Program and (y) a share of all non-Program-specific expenditures that is in the same proportion to the total of all non-Program-specific expenditures as the amount in clause (x) of this sentence is to the aggregate of all Program-specific expenditures [**] (such sum, the “Discontinuation Price”), to be reasonably determined between the Parties, or, if the Parties are unable to come to a resolution within [ * [**] ([ * ]) days after receipt of Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. such written notice from the Symphony Collaboration Icon of such discontinuation, to be determined in accordance with Section 11(b) hereof; provided, that if the Ophthalmology Program is discontinued, the Discontinuation Price with respect to such Program shall be reduced by [ * ]% of the purchase price paid by Holdings in consideration for the purchase of all Non-IV Shares pursuant to the Stock and Warrant Purchase Agreement. If the Discontinuation Price is determined in accordance with Section 11(b), then the [ * [**] ([ * ]) day period for the CompanyLexicon’s exercise of a Discontinuation Option shall be Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. extended by the time needed for such determination so that the Company Lexicon has at least [ * [**] ([ * ]) days after such determination to decide whether it wishes to exercise a Discontinuation Option. Following the unexercised expiration of a Discontinuation Option, the Symphony Collaboration Icon may transfer or license its rights to such Program to a third party at any timetime prior to the expiration of the Term. Under no circumstances may Symphony Icon or Lexicon (unless Lexicon has exercised its Discontinuation Option for such Program) reinitiate work on a discontinued Program prior to the expiration or termination of the Purchase Option. Any Discontinuation Price paid to the Symphony Collaboration Icon by the Company Lexicon and subsequently dividended or otherwise distributed to Holdings shall reduce the Purchase Price in the amount of such dividends or other distributions.

Discontinuation Option. (a) A Program may only be discontinued in accordance with Section 4.2(c)) hereof. In the event of such a Program discontinuation during the Term, (i) the Symphony Collaboration Dynamo shall so notify the Company Dynavax promptly and in writing of such discontinuation, and (ii) the Company Dynavax shall have the right and option (a “Discontinuation Option”), exercisable for [ * ] ([ * ]) days after receipt of such written notice from the Symphony Collaboration of such discontinuationDynamo, to buy back all rights of the Symphony Collaboration to such discontinued Program, the Products being developed in such discontinued Program, and the Licensed Intellectual Property related to such discontinued Program for a price (payable by wire transfer to deferred purchase price, the Symphony Collaboration) that is [ * ]% payment of which shall be contingent upon the termination or unexercised expiration of the sum of Purchase Option (x) the funds expended on such discontinued Program and (y) a share of all non-Program-specific expenditures that is in the same proportion to the total of all non-Program-specific expenditures as the amount in clause (x) of this sentence is to the aggregate of all Program-specific expenditures (such sum, the “Discontinuation Price”), to be reasonably determined between the Parties, or. The Discontinuation Price, if the Parties are unable to come to a resolution within [ * ] (any, [ * ]) days after receipt of such written notice from the Symphony Collaboration of such discontinuation, to be determined in accordance with Section 11(b) hereof; provided, that if the Ophthalmology Program is discontinued, the Discontinuation Price with respect to such Program shall be reduced by and [ * ]% of the purchase price paid by Holdings in consideration for the purchase of all Non-IV Shares pursuant to the Stock and Warrant Purchase Agreement. If the Discontinuation Price is determined in accordance with Section 11(b), then the [ * ] ([ * ]) day period for the Company’s exercise of a Discontinuation Option shall be Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. extended by the time needed for such determination so that the Company has at least [ * ] ([ * ]) days after such determination to decide whether it wishes to exercise a Discontinuation Option. Following the unexercised expiration of a the Discontinuation Option, the Symphony Collaboration Dynamo may transfer or license its rights to such Program to a third party at any time. Any Discontinuation Price paid time prior to the expiration of the Term. Under no circumstances may Symphony Collaboration by the Company and subsequently dividended Dynamo or otherwise distributed to Holdings shall reduce the Purchase Price Dynavax (unless Dynavax has exercised a Discontinuation Option in the amount respect of such dividends or other distributions.Program) reinitiate work on a discontinued Program. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Amended and Restated R&D Agreement