Common use of Field Option Clause in Contracts

Field Option. (i) During the Option Term, if Alnylam intends to grant to any Third Party (other than Listed Counterparties or Pre-Existing Alliance Parties, subject to the terms of the applicable Listed Alnylam Third Party Agreements or Pre-Existing Alliance Agreements, as the case may be) an exclusive license to any Additional Field(s) which is not included in the then-current Field, Alnylam shall notify Licensee thereof (“Field Extension Opportunity”). Licensee shall have the right to extend the licenses granted under Section 2.1(a) to include the Additional Field(s) covered by such Field Extension Opportunity by notifying Alnylam in writing of such intent within sixty (60) days after Alnylam’s notice and paying the Field Option Fee for each such Additional Field pursuant to Section 5.6. For the avoidance of doubt, Alnylam and Alnylam Europe AG shall have the right to grant to any Third Party any exclusive licenses under Alnylam’s or Alnylam Europe AG’s rights, as the case may be, in any Licensed Intellectual Property in any Additional Field to which Licensee has not extended its licenses granted under Section 2.1(a) pursuant to Licensee’s exercise of the Field Option under this Section 2.5(b). (ii) From time to time during the Option Term, Licensee shall have the right, upon written notice to Alnylam, to request the extension of the license granted under Section 2.1(a) to include one or more Additional Field(s) (“Field Option”) in which Licensee has a good faith intention to seek to Discover, Develop, Commercialize and Manufacture RNAi Compounds or RNAi Products, which right shall be subject to any agreement which Alnylam may have entered into with a Third Party with respect to such Additional Field(s) following Licensee’s rejection of, or failure to pay the Field Option Fee for, any Field Extension Opportunity pursuant to clause (i) above. Upon Licensee’s payment of the Field Option Fee for each such Additional Field pursuant to Section 5.6, the licenses granted to Licensee under Section 2.1(a) shall include such Additional Field(s).

Field Option. (i) During the Option Term4.4.1 Licensor shall not, if Alnylam intends to grant to any Third Party (other than Listed Counterparties or Pre-Existing Alliance Partiesand shall cause its Affiliates not to, subject to the terms of the applicable Listed Alnylam Third Party Agreements or Pre-Existing Alliance Agreements, as the case may be) an exclusive license to any Additional Field(s) which is not included in the then-current Field, Alnylam shall notify Licensee thereof (“Field Extension Opportunity”). Licensee shall have the right to extend the licenses granted under Section 2.1(a) to include the Additional Field(s) covered by such Field Extension Opportunity by notifying Alnylam in writing of such intent within sixty (60) days after Alnylam’s notice and paying the Field Option Fee for each such Additional Field pursuant to Section 5.6. For the avoidance of doubt, Alnylam and Alnylam Europe AG shall have the right to grant to any Third Party any exclusive licenses under Alnylam’s or Alnylam Europe AG’s rightsrights to the Licensor Technology in the Additional Fields, as the case may be, except in any Licensed Intellectual Property in any Additional Field to which Licensee has not extended its licenses granted under accordance with Section 2.1(a) pursuant to Licensee’s exercise of the Field Option under this Section 2.5(b)4.4.3. 4.4.2 Licensor hereby grants to OnCore the first option (ii) From time to time during the Option Term, Licensee shall have the right, upon written notice to Alnylam, to request the extension of the license granted under Section 2.1(a) to include one or more Additional Field(s) (“Field Option”) to expand the Field to include any Additional Fields in accordance with this Section 4.4. OnCore may, at any time during the Term and regardless of whether the Field Option has been previously exercised, give written notice (each an “Option Exercise Notice”) to Licensor that OnCore wishes to exercise its Field Option to include under this Agreement any Additional Fields. The Option Exercise Notice shall set forth the Additional Fields to which Licensee has a good faith intention to seek to Discoverthe Field Option shall apply. Effective upon the date of the Option Exercise Notice, Develop, Commercialize and Manufacture RNAi Compounds or RNAi Products, which right the definition of Field shall be deemed to include the Additional Fields that are the subject to any agreement which Alnylam may have entered into with of the Option Exercise Notice. 4.4.3 If a Third Party requests that Licensor grant any rights to the Licensor Technology in any Additional Fields that have not already been included in the Field, Licensor shall provide OnCore with written notice (each an “Offer Notice”) of such request. The Offer Notice shall set forth the Additional Fields requested by the Third Party and include all available Baseline Data. To the extent the Baseline Data is not sufficient for OnCore to make a reasonably informed decision regarding such Additional Field, OnCore shall so notify Licensor and the Parties shall confer regarding what additional data OnCore may reasonably require. OnCore shall have ninety (90) days from the later of (a) the effective date of the Offer Notice or (b) receipt of all Baseline Data (if not provided with the Offer Notice), in which to provide Licensor with an Option Exercise Notice covering such Additional Fields. Effective upon the date of the Option Exercise Notice, the definition of Field shall be deemed to include such Additional Fields. If OnCore does not provide such Option Exercise Notice within the ninety (90) day period, Licensor shall be free to grant a license to such Third Party under the Licensor Technology only with respect to such the Additional Field(s) following Licensee’s rejection ofFields that were the subject of the Offer Notice and which are not already included within the Field. 4.4.4 Within [***] months from providing the Option Exercise Notice, or failure OnCore shall commence the Development of at least one Licensed Product with respect to pay each Additional Field for which OnCore has exercised the Field Option Fee for, any Field Extension Opportunity pursuant to clause (i) above. Upon Licenseea research or development plan that in the exercise of OnCore’s payment prudent scientific and business judgment is consistent with the level of efforts OnCore would devote to a product at a similar stage in its product life and having profit potential and strategic value comparable to that of the Field Option Fee Licensed Product for each such Additional Field pursuant to Section 5.6Field, taking into account, without limitation, commercial, legal and regulatory factors, target product profiles, product labeling, past performance, the licenses granted to Licensee under Section 2.1(a) shall include regulatory environment and competitive market conditions in the therapeutic area, safety and efficacy of the Licensed Product in such Additional Field(s)Field.