Common use of Exercise of Male Option Clause in Contracts

Exercise of Male Option. Palomar may elect to provide Xxxxxxxx one opportunity (the “Male Product Opportunity”) to exercise the Male Option with respect to Male Products by Palomar’s providing to Xxxxxxxx written notice thereof (the “Opportunity Notice”), which opportunity shall be with respect to the Male Product that, at the time such opportunity is offered to Xxxxxxxx, is the most commercially promising Male Product that is in Palomar’s Control and that Palomar has, directly or indirectly, conceived or developed. Subject to Section 14.2(d), Palomar shall not be obligated to provide to Xxxxxxxx the Male Product Opportunity at any time. Xxxxxxxx may exercise its Male Option with respect to Male Products, pursuant to the following terms and conditions: (i) Prior to offering to Xxxxxxxx the Male Product Opportunity, Palomar shall conduct with respect to one (1) Male Product comprising an apparatus for delivering light to radiate areas of the skin (the “Subject Male Product”) sufficient preclinical, clinical and other testing to demonstrate that the product meets the Safety and Efficacy Standards. (ii) Prior to or simultaneous with Palomar’s providing to Xxxxxxxx the Opportunity Notice, Palomar shall provide to Xxxxxxxx in writing (A) material preclinical, clinical and other testing data, and any other material information in Palomar’s Control, with respect to the Subject Male Product, which data and information shall contain sufficient scientific evidence to demonstrate that the Subject Male Product satisfies the Safety and Efficacy Standards, and (B) material information concerning the intellectual property rights Controlled by Palomar claiming or covering such product, and contractual obligations of Palomar and any known patent-related restrictions that Palomar reasonably believes would limit or otherwise affect the parties’ rights to fully Exploit the Subject Male Product (collectively, the “Evaluation Materials”). The Evaluation Materials shall be treated as Palomar Confidential Information hereunder. (iii) The Opportunity Notice provided by Palomar to Xxxxxxxx shall be in writing and shall contain a legend that contains the words “Opportunity Notice” and shall state that such notice is being provided to Xxxxxxxx pursuant to this Section 5.1(b)(iii). The effective date of the Opportunity Notice shall be the date on which such notice is received by Xxxxxxxx, provided that, if as of such date either (A) Xxxxxxxx has not received from Palomar all Evaluation Materials, or (B) the second (2nd) anniversary of the Effective Date has not yet occurred, then the effective date of the Opportunity Notice shall be deemed to be the first date on which (x) Xxxxxxxx has received from Palomar such materials, and (y) such second anniversary has occurred (the “Opportunity Notice Effective Date”). (iv) Xxxxxxxx shall have sixty (60) days after the Opportunity Notice Effective Date (the “Option Exercise Period”) within which to exercise the Male Option by providing to Palomar written notice thereof (an “Option Exercise Notice”). (v) In the event that Xxxxxxxx elects not to, or otherwise fails to exercise the Male Option within the Option Exercise Period, then the Male Option shall terminate in its entirety and Palomar shall not have any further obligation under this Section 5.1. Upon the termination of the Male Option, (i) Palomar shall be free to exercise rights under the Palomar Male Technology or Palomar’s rights, title and interest in and to the Joint Technology to Exploit, or to grant to a Third Party rights under the Palomar Male Technology or such Joint Technology to Exploit, Male Products in the Male Field, (ii) the covenant granted by Palomar to Xxxxxxxx in Section 5.2(b) shall terminate, and (iii) Xxxxxxxx shall return to Palomar or destroy, at Palomar’s option, all Evaluation Materials and any materials embodying Evaluation Materials (except that one copy of such materials may be retained by Xxxxxxxx in the offices of its outside counsel).

Exercise of Male Option. Palomar may elect to provide Xxxxxxxx Gxxxxxxx one opportunity (the “Male Product Opportunity”) to exercise the Male Option with respect to Male Products by Palomar’s providing to Xxxxxxxx Gxxxxxxx written notice thereof (the “Opportunity Notice”), which opportunity shall be with respect to the Male Product that, at the time such opportunity is offered to XxxxxxxxGxxxxxxx, is the most commercially promising Male Product that is in Palomar’s Control and that Palomar has, directly or indirectly, conceived or developed. Subject to Section 14.2(d), Palomar shall not be obligated to provide to Xxxxxxxx Gxxxxxxx the Male Product Opportunity at any time. Xxxxxxxx Gxxxxxxx may exercise its Male Option with respect to Male Products, pursuant to the following terms and conditions: (i) Prior to offering to Xxxxxxxx Gxxxxxxx the Male Product Opportunity, Palomar shall conduct with respect to one (1) Male Product comprising an apparatus for delivering light to radiate areas of the skin (the “Subject Male Product”) sufficient preclinical, clinical and other testing to demonstrate that the product meets the Safety and Efficacy Standards. (ii) Prior to or simultaneous with Palomar’s providing to Xxxxxxxx Gxxxxxxx the Opportunity Notice, Palomar shall provide to Xxxxxxxx Gxxxxxxx in writing (A) material preclinical, clinical and other testing data, and any other material information in Palomar’s Control, with respect to the Subject Male Product, which data and information shall contain sufficient scientific evidence to demonstrate that the Subject Male Product satisfies the Safety and Efficacy Standards, and (B) material information concerning the intellectual property rights Controlled by Palomar claiming or covering such product, and contractual obligations of Palomar and any known patent-related restrictions that Palomar reasonably believes would limit or otherwise affect the parties’ rights to fully Exploit the Subject Male Product (collectively, the “Evaluation Materials”). The Evaluation Materials shall be treated as Palomar Confidential Information hereunder. (iii) The Opportunity Notice provided by Palomar to Xxxxxxxx Gxxxxxxx shall be in writing and shall contain a legend that contains the words “Opportunity Notice” and shall state that such notice is being provided to Xxxxxxxx Gxxxxxxx pursuant to this Section 5.1(b)(iii). The effective date of the Opportunity Notice shall be the date on which such notice is received by XxxxxxxxGxxxxxxx, provided that, if as of such date either (A) Xxxxxxxx Gxxxxxxx has not received from Palomar all Evaluation Materials, or (B) the second (2nd) anniversary of the Effective Date has not yet occurred, then the effective date of the Opportunity Notice shall be deemed to be the first date on which (x) Xxxxxxxx Gxxxxxxx has received from Palomar such materials, and (y) such second anniversary has occurred (the “Opportunity Notice Effective Date”). (iv) Xxxxxxxx Gxxxxxxx shall have sixty (60) days after the Opportunity Notice Effective Date (the “Option Exercise Period”) within which to exercise the Male Option by providing to Palomar written notice thereof (an “Option Exercise Notice”). (v) In the event that Xxxxxxxx Gxxxxxxx elects not to, or otherwise fails to exercise the Male Option within the Option Exercise Period, then the Male Option shall terminate in its entirety and Palomar shall not have any further obligation under this Section 5.1. Upon the termination of the Male Option, (i) Palomar shall be free to exercise rights under the Palomar Male Technology or Palomar’s rights, title and interest in and to the Joint Technology to Exploit, or to grant to a Third Party rights under the Palomar Male Technology or such Joint Technology to Exploit, Male Products in the Male Field, (ii) the covenant granted by Palomar to Xxxxxxxx Gxxxxxxx in Section 5.2(b) shall terminate, and (iii) Xxxxxxxx Gxxxxxxx shall return to Palomar or destroy, at Palomar’s option, all Evaluation Materials and any materials embodying Evaluation Materials (except that one copy of such materials may be retained by Xxxxxxxx Gxxxxxxx in the offices of its outside counsel).

Exercise of Male Option. Palomar may elect to provide Xxxxxxxx one opportunity (the “Male Product Opportunity”) to exercise the Male Option with respect to Male Products by Palomar’s providing to Xxxxxxxx written notice thereof (the “Opportunity Notice”), which opportunity shall be with respect to the Male Product that, at the time such opportunity is offered to Xxxxxxxx, is the most commercially promising Male Product that is in Palomar’s Control and that Palomar has, directly or indirectly, conceived or developed. Subject to Section 14.2(d), Palomar shall not be obligated to provide to Xxxxxxxx the Male Product Opportunity at any time. Xxxxxxxx may exercise its Male Option with respect to Male Products, pursuant to the following terms and conditions: : (i) Prior to offering to Xxxxxxxx the Male Product Opportunity, Palomar shall conduct with respect to one (1) Male Product comprising an apparatus for delivering light to radiate areas of the skin (the “Subject Male Product”) sufficient preclinical, clinical and other testing to demonstrate that the product meets the Safety and Efficacy Standards. . (ii) Prior to or simultaneous with Palomar’s providing to Xxxxxxxx the Opportunity Notice, Palomar shall provide to Xxxxxxxx in writing (A) material preclinical, clinical and other testing data, and any other material information in Palomar’s Control, with respect to the Subject Male Product, which data and information shall contain sufficient scientific evidence to demonstrate that the Subject Male Product satisfies the Safety and Efficacy Standards, and (B) material information concerning the intellectual property rights Controlled by Palomar claiming or covering such product, and contractual obligations of Palomar and any known patent-related restrictions that Palomar reasonably believes would limit or otherwise affect the parties’ rights to fully Exploit the Subject Male Product (collectively, the “Evaluation Materials”). The Evaluation Materials shall be treated as Palomar Confidential Information hereunder. (iii) The Opportunity Notice provided by Palomar to Xxxxxxxx shall be in writing and shall contain a legend that contains the words “Opportunity Notice” and shall state that such notice is being provided to Xxxxxxxx pursuant to this Section 5.1(b)(iii). The effective date of the Opportunity Notice shall be the date on which such notice is received by Xxxxxxxx, provided that, if as of such date either (A) Xxxxxxxx has not received from Palomar all Evaluation Materials, or (B) the second (2nd) anniversary of the Effective Date has not yet occurred, then the effective date of the Opportunity Notice shall be deemed to be the first date on which (x) Xxxxxxxx has received from Palomar such materials, and (y) such second anniversary has occurred (the “Opportunity Notice Effective Date”). (iv) Xxxxxxxx shall have sixty (60) days after the Opportunity Notice Effective Date (the “Option Exercise Period”) within which to exercise the Male Option by providing to Palomar written notice thereof (an “Option Exercise Notice”). (v) In the event that Xxxxxxxx elects not to, or otherwise fails to exercise the Male Option within the Option Exercise Period, then the Male Option shall terminate in its entirety and Palomar shall not have any further obligation under this Section 5.1. Upon the termination of the Male Option, (i) Palomar shall be free to exercise rights under the Palomar Male Technology or Palomar’s rights, title and interest in and to the Joint Technology to Exploit, or to grant to a Third Party rights under the Palomar Male Technology or such Joint Technology to Exploit, Male Products in the Male Field, (ii) the covenant granted by Palomar to Xxxxxxxx in Section 5.2(b) shall terminate, and (iii) Xxxxxxxx shall return to Palomar or destroy, at Palomar’s option, all Evaluation Materials and any materials embodying Evaluation Materials (except that one copy of such materials may be retained by Xxxxxxxx in the offices of its outside counsel).