Common use of No Effective Option Exercise Closing Clause in Contracts

No Effective Option Exercise Closing. (i) With respect to each Galapagos Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period (or prior to the applicable Option Exercise Period pursuant to Section 8.2(b)(iv)) (during which period Galapagos can continue to conduct such Galapagos Program), notwithstanding anything to the contrary in Section 8.2(d), if within […***…] days after the date on which both Parties have made the necessary initial Antitrust Filings in the applicable country(ies) with respect to such Galapagos Program, the Initial Option Closing has not occurred, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Program, and unless the non-notifying Party responds within […***…] Business Days to the notifying Party, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), such termination of the Option for such Galapagos Program shall occur at 11:59 p.m. Pacific Time on such […***…] Business Day, at which time such Galapagos Program shall become an Excluded Program. If the non-notifying Party responds within such […***…] Business Day period with such evidence, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Program if the Initial Option Closing has not occurred by 11:59 p.m. Pacific time on the […***…] day after the date on which both Parties have made such necessary initial Antitrust Filings, and such termination of the Option for such Galapagos Program shall occur at 12:01 a.m. Pacific time on […***…]. (ii) With respect to each Optioned Program for which one (1) or more required Antitrust Approvals were not obtained pursuant to Section 8.2(e)(i), then each such country shall remain part of the Galapagos Territory for so long as such Optioned Program remains subject to this Agreement.

No Effective Option Exercise Closing. (i) With respect to each Galapagos Arcus Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period (Period, or prior to the applicable such Option Exercise Period pursuant to in accordance with Section 8.2(b)(iv)) (during which period Galapagos can continue to conduct such Galapagos Program8.3(b)(vi), notwithstanding anything to the contrary in Section 8.2(d8.3(d), if within […***…] days after the date on which both Parties have made delivery of the necessary initial Antitrust Filings in the applicable country(ies) with respect to such Galapagos ProgramOption Exercise Notice, the Initial Option Closing has not occurred, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Arcus Program, and unless the non-notifying Party responds within […***…] Business Days to the notifying Party, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), such termination of the Option for such Galapagos Arcus Program shall occur at 11:59 p.m. Pacific Time on such […***…] Business Day, at which time all Arcus Molecules in such Galapagos Arcus Program shall become Excluded Arcus Molecules and such Arcus Program shall become an Arcus Excluded Program. If the non-notifying Party responds within such […***…] Business Day period with such evidence, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Arcus Program if the Initial Option Closing has not occurred by 11:59 p.m. Pacific time on the […***…] day after the date on which both Parties have made such necessary initial Antitrust Filingsdelivery of the Option Exercise Notice , and such termination of the Option for such Galapagos Arcus Program shall occur at 12:01 a.m. Pacific time on […***…]. (ii) With respect to each Optioned Program for which one (1) or more required Antitrust Approvals were not obtained for any country, and with respect to which the Option was terminated pursuant to Section 8.2(e)(i8.3(e)(i), then each such country shall remain not become part of the Galapagos Territory for so long as such Optioned Program remains subject to this AgreementGilead Territory.

No Effective Option Exercise Closing. (i) With respect to each Galapagos Assembly Program for which Gilead delivers an Option Exercise Notice during the each applicable Option Exercise Period (Period, or prior to the applicable each such Option Exercise Period pursuant to in accordance with Section 8.2(b)(iv)) (during which period Galapagos can continue to conduct such Galapagos Program4.1(b)(vi), notwithstanding anything to the contrary in Section 8.2(d4.1(d), if within […***…] days after the date on which both Parties have made delivery of the necessary initial Antitrust Filings in the applicable country(ies) with respect to such Galapagos ProgramOption Exercise Notice, the Initial Option Closing has not occurred, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Assembly Program, and unless the non-notifying Party responds within […***…] Business Days to the notifying Party, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), such termination of the Option for such Galapagos Assembly Program shall occur at 11:59 p.m. Pacific Time on such […***…] Business Day, at which time all Assembly Molecules in such Galapagos Assembly Program shall become “Excluded Assembly Molecules” and such Assembly Program shall become an “Excluded Assembly Program” (and for clarity, and notwithstanding anything to the contrary, [***]). If the non-notifying Party responds within such […***…] Business ]-Business Day period with such evidence, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Assembly Program if the Initial Option Closing has not occurred by 11:59 p.m. Pacific time on the […***…] day after the date on which both Parties have made such necessary initial Antitrust Filingsdelivery of the Option Exercise Notice, and such termination of the Option for such Galapagos Assembly Program shall occur at 12:01 a.m. Pacific time on […***…]. (ii) With respect to each Optioned Program for which one (1) or more required Antitrust Approvals were not obtained for any country, and with respect to which the Option was terminated pursuant to Section 8.2(e)(i4.1(e)(i), then each such country shall remain not become part of the Galapagos Territory for so long as such Optioned Program remains subject to this AgreementGilead Territory.