IND Option Exercise Fee Clause Samples

IND Option Exercise Fee. Subject to Section 3.2, in the event that Celgene exercises (in its discretion) its IND Option for a given Program, the Parties shall enter into the U.S. License Agreement for such Program in accordance with Section 3.1.3(a). In such case, Celgene shall, within [***] ([***]) days after the effective date of the U.S. License Agreement for such Program, pay to Prothena a non-refundable payment (except as otherwise set forth in Section 3.2.5) in the amount of the IND Option Exercise Fee for such Program. For the avoidance of doubt, in the event that Celgene exercises (in its discretion) its IND Option for a given Program, Celgene shall only be obligated to pay the IND Option Exercise Fee one (1) time for such Program regardless of the number of Collaboration Candidates, Lead Candidates or Development Candidates under such Program. As used herein, the term “IND Option Exercise Fee” shall mean, for a given Program, an amount equal to (i) Eighty Million Dollars ($80,000,000) [***].