Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender hereby grants to the Initial Beneficiary the right and option, to purchase from time to time, subject to the conditions, limitations and rights set forth in this Article VI, all or a portion of the outstanding principal balance of the outstanding Advances made by such Warehouse Facility Lenders (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal to the sum of: (i) the outstanding balance of such Advances (or portion thereof that is so purchased); plus (ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”); plus (iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed), an amount equal to the amount that would have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, pursuant to Section 6.2 of the related Current Receivables Financing Agreement or (2) in the case of any Advance that was made under an Additional Warehouse Facility, pursuant to any provision that is similar or analogous to Section 6.2 of the Current Receivables Financing Agreements, determined (in the case of clauses (1) and (2)) as though the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, on the Initial Beneficiary Purchase Date, in an amount equal to the principal balance of such Advance (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the “Initial Beneficiary Purchase Price”).

Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender (a) Holdings hereby grants to Lexicon an exclusive option (the Initial Beneficiary “Purchase Option”) to purchase all, but not less than all, of the right outstanding Symphony Icon Equity Securities owned or hereinafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Icon hereby covenants and optionagrees that all Symphony Icon Equity Securities issued by Symphony Icon at any time prior to the expiration of the Term (including to Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Lexicon or Holdings. Further, to purchase from time the extent Symphony Icon shall issue any Symphony Icon Equity Securities (including any issuance in respect of a transfer of Symphony Icon Equity Securities by any holder thereof, including Holdings) after the date hereof to time, any Person (including Holdings) (any issuance of such Symphony Icon Equity Securities being subject to the conditions, limitations and rights prior written consent of Lexicon as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Icon hereby covenants and agrees that it shall cause such Symphony Icon Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Icon Equity Securities by Lexicon, Symphony Icon or any Symphony Icon Subsidiary to the Person(s) acquiring such subsequently issued Symphony Icon Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Lexicon pursuant to this Article VI, Agreement for all or a portion of the outstanding principal balance of Symphony Icon Equity Securities now or hereinafter owned by any Person shall be the outstanding Advances made by such Warehouse Facility Lenders Purchase Price (each such transaction, an “Initial Beneficiary Purchase”as defined in Section 2(b) hereof), in each case for a purchase price equal . (c) Lexicon’s right to exercise the Purchase Option granted hereby is subject to the sum offollowing conditions: (i) The Purchase Option may only be exercised for the outstanding balance purchase of such Advances (or portion thereof that is so purchased); plusall, and not less than all, of the Symphony Icon Equity Securities; (ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary The Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”); plusOption may only be exercised a single time; (iii) if so demanded Except as expressly provided in writing Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including June 15, 2008 (the “Purchase Option Commencement Date”) and ending on and including the earliest of (x) June 15, 2011 (the “Final Termination Date”), (y) the [**] (such [**], the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Lexicon by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall be Holdings or Symphony Icon in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of Symphony Icon (prepared in accordance with GAAP) stating that the working capital of Symphony Icon is less than the Balance Sheet Deficiency Threshold at such time (any such event, a statement setting forth the basis for the amount being claimed“Balance Sheet Deficiency”), an amount equal to and (z) the amount [**] immediately following the first date on which Symphony Icon notifies Lexicon that would all Programs have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, discontinued pursuant to Section 6.2 4.2(c) of the related Current Receivables Financing Agreement or Amended and Restated Research and Development Agreement; (2iv) in In the case event that Lexicon has agreed to share the costs of any Advance that was made under an Additional Warehouse Facility, additional research pursuant to Section 3 of the Research Cost Sharing, Payment and Extension Agreement, the Purchase Option Period shall be determined in accordance with the Research Cost Sharing, Payment and Extension Agreement (for the avoidance of doubt, amounts transferred by Lexicon pursuant to the Research Cost Sharing, Payment and Extension Agreement shall not be included in any provision calculation of the Purchase Price hereunder); and (v) In the event that is similar or analogous Symphony Icon terminates the Amended and Restated Research and Development Agreement pursuant to Section 6.2 17.2 thereof, Lexicon shall have [**] to notify Holdings of its exercise of the Current Receivables Financing Agreements, determined (in Purchase Option under the case terms of clauses (1) and (2)) as though this Agreement. Such exercise of the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, on the Initial Beneficiary Purchase Date, in an amount equal Option by Lexicon may occur prior to the principal balance of such Advance Purchase Option Commencement Date (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the an “Initial Beneficiary Early Purchase PriceOption Exercise”).

Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender (a) Holdings hereby grants to Dynavax an exclusive option (the Initial Beneficiary “Purchase Option”) to purchase all, but not less than all, of the right outstanding Symphony Dynamo Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Dynamo hereby covenants and optionagrees that all Symphony Dynamo Equity Securities issued by Symphony Dynamo at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Dynavax or Holdings. Further, to purchase from time the extent Symphony Dynamo shall issue any Symphony Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to time, any Person (including Holdings) (any issuance of such Symphony Dynamo Equity Securities being subject to the conditions, limitations and rights prior written consent of Dynavax as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Dynamo hereby covenants and agrees that it shall cause such Symphony Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Dynamo Equity Securities by Dynavax, Symphony Dynamo or any Symphony Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Dynavax pursuant to this Article VI, Agreement for all or a portion of the outstanding principal balance of Symphony Dynamo Equity Securities now or hereinafter owned by any Person shall be the outstanding Advances made by such Warehouse Facility Lenders Purchase Price. (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal c) Dynavax’s right to exercise the Purchase Option granted hereby is subject to the sum offollowing conditions: (i) The Purchase Option may only be exercised for the outstanding balance purchase of such Advances (or portion thereof that is so purchased); plusall, and not less than all, of Holdings’ Symphony Dynamo Equity Securities; (ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary The Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”)Option may only be exercised a single time; plusand (iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall The Purchase Option may be accompanied by a statement setting forth the basis for the amount being claimed), an amount equal to the amount that would have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, pursuant to Section 6.2 of the related Current Receivables Financing Agreement or (2) in the case of any Advance that was made under an Additional Warehouse Facility, pursuant to any provision that is similar or analogous to Section 6.2 of the Current Receivables Financing Agreements, determined (in the case of clauses (1) and (2)) as though the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, exercised only on the Initial Beneficiary Purchase Date, in an amount equal to the principal balance of such Advance (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the “Initial Beneficiary Purchase Price”)date hereof.