License Grant Upon Option Exercise Sample Clauses

License Grant Upon Option Exercise. Subject to the terms and conditions of this Agreement, and effective automatically as of the date upon which TAIHO exercises the Option in accordance with Section 2.1(d) with respect to a particular Arcus Program (the “License Date”), Arcus shall grant and hereby grants to TAIHO the following royalty-bearing license, with the right to sublicense as expressly provided in Section 3.3, under the Arcus Technology and Arcus’s interest in the Joint Technology: (a) an exclusive (even as to Arcus and its Affiliates), royalty-bearing license to Develop and Commercialize the Option Products (and Licensed Products) in such Arcus Program, but only in the Field for the Territory, (b) a non-exclusive license to Develop and Commercialize only in the Field for the Territory Companion Diagnostics applicable to such Arcus Program, and (c) subject to Section 4.12 below, a non-exclusive license to Develop and manufacture the Option Products (and Licensed Products) in such Arcus Program anywhere in the world only for applications in the Field for the purpose of Development, obtaining Marketing Approval and Commercializing the Option Products (and Licensed Products) solely in and for the Territory (collectively, the “License”). Any and all Option Products in Arcus Programs for which TAIHO has exercised the Option during the applicable Exercise Period and in connection with which it has obtained the License shall be referred to herein as “Licensed Products”. In the event a License to be granted by Arcus to TAIHO under the Arcus Technology pursuant to this Section involves Arcus Technology under which Arcus was granted a license by a Third Party then (x) if such Third Party Agreement requires [***]; provided that such Third Party Agreement, [***] was disclosed to TAIHO in a Bring-Down Disclosure Schedule and (y) Arcus agrees to [***]. Notwithstanding anything to the contrary in this Agreement, neither Arcus nor TAIHO have any obligations to Develop or Commercialize any Companion Diagnostic, other than as expressly set forth in Section 3.5.
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License Grant Upon Option Exercise. Subject to the terms and conditions of this Agreement, on a Program-by-Program basis, effective automatically upon Curis’ exercise of the Option with respect to a Program in accordance with Section 4.2(a) prior to expiration of the applicable Option Period (as the same may be extended pursuant to Section 4.2(b) hereof), Aurigene hereby grants to Curis an exclusive, royalty-bearing license, with the right to sublicense through multiple tiers of sublicense, under Aurigene Technology, to develop, make, have made, use, sell, have sold, offer for sale, import and otherwise exploit Program Compounds (including the Development Candidate and back-up Program Compounds) and Products for such Program (a “Licensed Program”) in the Field in the Curis Territory (a “License”).
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License Grant Upon Option Exercise. Subject to the terms and conditions of this Agreement, and effective automatically as of the date upon which Acucela exercises the Option in accordance with Section 2.1(b) but subject to payment of the License Fee (the “License Date”), YouHealth hereby grants to Acucela an exclusive, royalty‑bearing license, with the right to sublicense through multiple tiers of sublicense, under the YouHealth Technology and YouHealth’s interest in the Joint Technology, to develop, make, have made, use, sell, have sold, offer for sale, import and otherwise exploit Compound and Products in the Field in the Acucela Territory (collectively, the “License”).
Sample 1
License Grant Upon Option Exercise. Subject to the terms of this Agreement, on a Licensed Product-by-Licensed Product basis, effective as of the applicable Option Exercise Date, Cellectis will and hereby does grant to AstraZeneca and its Affiliates an exclusive, royalty-bearing, sublicensable (in accordance with Section 3.4 (Sublicensing Rights)), and non-transferable (except as set forth in Section 15.8 (Assignment and Successors)) license, under the Licensed Technology, to Exploit the Licensed Product in the Field in the Territory. Notwithstanding the foregoing, except as otherwise provided in Section 7.4.2 (Cellectis Reserved Technology Transfer), AstraZeneca’s and its Affiliates’ licenses under this Section 3.2.2 (License Grant Upon Option Exercise) shall not include the right to [***]. For clarity, this Section 3.2.2 (License Grant Upon Option Exercise) shall not restrict or otherwise prevent AstraZeneca or any of its Affiliates from Exploiting [***].
Sample 1

Related to License Grant Upon Option Exercise

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the Phase 1 Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at the Business Day immediately preceding the day of exercise of the Right, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void.

  • Option Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

  • Right of Exercise Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

  • Payment Upon Exercise Common Stock purchased upon the exercise of this option shall be paid for as follows:

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below: Option Aircraft Option Exercise Date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  • Grant and Exercise of Option The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a whole.

  • Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

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