INITIAL DEVELOPMENT PLAN; PRE-OPTION EXERCISE TERM Sample Clauses

INITIAL DEVELOPMENT PLAN; PRE-OPTION EXERCISE TERM. 2.1 Initial Development Plan. An initial development plan (“Initial Development Plan”) setting forth the proposed clinical and non-clinical activities for the Development [**] of the Licensed Compound and Licensed Products in the Territory by and on behalf of Mersana and its Affiliates during the Pre-Option Exercise Term is attached hereto as Schedule 2.1. During the Pre-Option Exercise Term, (a) except with respect to Material Amendments, Xxxxxxx shall have the right to amend the Initial Development Plan after submitting each such amendment in writing to the DAC for review and considering GSK’s comments in good faith with respect to any such amendment; and (b) with respect to Material Amendments to the Initial Development Plan, Xxxxxxx shall propose each Material Amendment to GSK’s Alliance Manager, and GSK shall use Commercially Reasonable Efforts to review and approve or otherwise respond to such proposed Material Amendment within [**] (but in any event within [**]) following receipt of such proposed Material Amendment from Mersana, which response may include a request to revise such Material Amendment; provided that (i) if GSK does not approve a given Material Amendment, GSK shall inform Mersana (via the DAC) of GSK’s basis for such objection; and (ii) if GSK does not approve a given Material Amendment within [**] following receipt of such proposed Material Amendment from Mersana (or if Xxxxxxx does not agree to any revisions to such Material Amendment requested by GSK in its response to such Material Amendment), then either Party may submit such dispute to the Senior Executives of both Parties for resolution; provided, further, that, if the Senior Executives cannot resolve such matter within [**] of submission, then, notwithstanding Article 18 (Dispute Resolution), [**] with respect to such Material Amendment and [**] such Material Amendment. GSK shall not unreasonably withhold, condition, or delay any consent to any Material Amendment requested by Xxxxxxx. As used herein, a “Material Amendment” to the Initial Development Plan shall mean any amendment to the Initial Development Plan that [**].
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Related to INITIAL DEVELOPMENT PLAN; PRE-OPTION EXERCISE TERM

  • Option Exercise Period Check One:

  • Post-Termination Exercise Period Subject to the expiration dates and other terms of the applicable stock option agreements, the Participant may elect to have the right to exercise any outstanding incentive stock options and nonqualified stock options granted prior to the Termination Date to the Participant under the Company's 1984 Long-Term Executive Compensation Plan, its 1993 Long-Term Executive Compensation Plan, or any successor plan to its 1993 Long-Term Executive Compensation Plan that are vested as of the Termination Date (or, if later, the Release Date), whether due to the operation of Section 6(a), above, or otherwise, at any time during the Severance Period and, except in the event that the Severance Period terminates pursuant to Section 8(a), for a period up to 3 months after the end of the Severance Period (notwithstanding Section 8). Any such election shall apply to all outstanding incentive stock options and nonqualified stock options, will be irrevocable and must be made in writing and delivered to the Plan Administrator on or before the later of the Termination Date or Release Date. If the Participant fails to make an election, the Participant's right to exercise such options will expire 3 months after the Termination Date.

  • Date of Grant; Term of Option This Option is granted as of , 2005 (the “Date of Grant”), and it may not be exercised than later than the date that is ten (10) years after date of grant, subject to earlier termination, as provided in the Plan.

  • Exercise Period of Option Subject to the terms and conditions of this Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option, but only according to the vesting schedule described in Section 9 below, prior to the date which is the last day of the Term set forth on the face hereof following the Grant Date (hereinafter "Expiration Date").

  • Maximum Term of Option In no event may the Option be exercised, in whole or in part, after the tenth anniversary of the Option Date (the "Expiration Date").

  • Option Period (a) Subject to section 2(b), the Optionee shall have the right to purchase all or any portion of the optioned Common Stock at any time during the period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates:

  • Initial Option Grant As of the end of the day of the date this Agreement is signed by the Company and Employee, the Company shall grant Employee an option to purchase the number of shares described in Exhibit A of common stock of the Company under the Company's 1992 Stock Option Plan, as amended, having an exercise price per share equal to the fair market value (as defined in the Stock Option Plan) of a share of common stock of the Company. Except as otherwise provided in the Stock Option Plan, the option shall become exercisable as described in Exhibit A.

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the IND Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • Option Term This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

  • Exercise Period Vesting Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to time after the Date of Grant set forth above (the "DATE OF GRANT") to the extent the Option has vested in accordance with the vesting schedule set forth below. The Shares issued upon exercise of the Option will be subject to the restrictions on transfer set forth in Section 11 below. Provided Participant continues to provide Continuous Service to the Company or any Affiliate, the Option will become vested as follows: PERCENTAGE OF VESTING DATE VESTED SHARES ------------ ------------- % % %

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