Common use of Opt-In Clause in Contracts

Opt-In. If a Party makes an Additional Indication Opt-Out, then such Party shall thereafter have the right to exercise an Opt-In for such Additional Indication, exercisable [*] by written notice to the other Party during the [*] period following [*], but in any event no later than [*] after [*]; provided however that no exercise of an Opt-In for such Additional Indication may be made after the date of [*]. For clarity, a Party shall have the right to exercise its Opt-In right following [*]. Such notice shall specify that such Party is exercising an Opt-In with respect to such Additional Indication. The Opt-In shall be effective as of the date (after such notice) on which such Party pays in full to the Funding Party an amount (the “Opt-In Payment”) equal to the sum of: (i) [*] or [*], as the case may be (depending on whether such Party had reduced its funding to [*] or to [*]) of all Additional Indication Development Expenses that the Funding Party incurred through the date of such payment and as to which the Party exercising such Opt-In had not previously paid [*] thereof (the “Funding Deficiency”), plus (ii) a premium equal to [*] of such Funding Deficiency. Such Opt-In Payment shall be due and payable no later than [*] following delivery of notice of such Opt-In[*]. For clarity, (x) upon such Party’s payment of such Opt-In Payment to the Funding Party, such Party’s Contribution Allocation shall be adjusted, as of the last day of the Calendar Quarter in which such payment is made, to reflect its payment of the Funding Deficiency, and (y) no Opt-In shall be effective until the Party exercising such Opt-In has given appropriate notice as contemplated hereby and has paid the full amount of the Opt-In Payment. From and after the effective date of such Opt-In, the provisions of Section 8.5(b) shall be of no further force or effect with respect to such Additional Indication[*].

Opt-In. If a (A) Within [***] of the Conducting Party makes having obtained final results in an Additional Indication Opt-OutIncremental Study establishing Clinical Proof of Concept, then such Conducting Party shall thereafter have deliver to the right to exercise an Non-Conducting Party the top-line data summary from such Incremental Study (the delivery date of such top-line data summary, the “Opt-In for Option Date”), and the Non-Conducting Party with respect to such Additional Indication, exercisable [*] by written notice to the other Party during the [*] period following [*], but in any event no later than [*] after [*]; provided however that no exercise of an Opt-In for such Additional Indication may be made after the date of [*]. For clarity, a Party Incremental Study shall have the right to exercise its (the “Opt-In right following [*]. Such notice Right”) to convert such Incremental Study to an Additional Study by (1) making a payment to the Conducting Party of a mutually agreeable amount as Non-Conducting Party’s share of the development costs already incurred by the Conducting Party (which amount shall specify that take into account the cost incurred by the Conducting Party to perform such Incremental Study and an appropriate premium to be paid by the Non-Conducting Party is exercising an to exercise such Opt-In with respect to Right) (such Additional Indication. The Opt-In shall be effective as of the date (after such notice) on which such Party pays in full to the Funding Party an amount (payment, the “Opt-In Payment”), and (2) equal agreeing with the Conducting Party upon the budget, timeline, rights and obligations upon wind-down or termination and allocation of operational responsibility for Development activities, if any, to be performed with respect to such Incremental Study and all Related Studies after the sum of: (i) [*] or [*], as the case may be (depending on whether such Party had reduced its funding to [*] or to [*]) exercise of all Additional Indication Development Expenses that the Funding Party incurred through the date of such payment and as to which the Party exercising such Opt-In had not previously paid [*] thereof (Right and committing to pay its mutually agreed share of Joint Development Costs incurred with respect to such Incremental Study and Related Studies after the “Funding Deficiency”), plus (ii) a premium equal to [*] exercise of such Funding Deficiency. Such Opt-In Payment shall be due and payable Right. (B) If the Non-Conducting Party with respect to such Incremental Study is considering exercising its Opt-In Right with respect to such Incremental Study, it shall, no later than [***] following delivery of notice of such after the Opt-In[*]. For clarityIn Option Date, notify the Conducting Party in writing and shall request that the Conducting Party provide: (x1) upon such Party’s payment of such an estimate for the Opt-In Payment to (the Funding Party, such Party’s Contribution Allocation shall be adjusted, as of the last day of the Calendar Quarter in which such payment is made, to reflect its payment of the Funding Deficiency, and (y) no “Opt-In Estimate”), which estimate shall be effective until based upon the development costs already incurred by the Conducting Party exercising such Opt-In has given appropriate notice as contemplated hereby and has paid the full amount of the Opt-In Payment. From and after the effective date of such Opt-In, the provisions of Section 8.5(b) shall be of no further force or effect with respect to such Additional IndicationIncremental Study together with those anticipated to be incurred by the Conducting Party (as contemplated by Section 4.4(c)(v)(A)(1)), within [*].**] after the date of such notice (in each case, calculated as described in Section 4.4(c)(v)(A)(1)); and (2) a proposal to convert

Opt-In. If a (A) Within [*] of the Conducting Party makes having obtained final results in an Additional Indication Opt-OutIncremental Study establishing Clinical Proof of Concept, then such Conducting Party shall thereafter have deliver to the right to exercise an Non-Conducting Party the top-line data summary from such Incremental Study (the delivery date of such top-line data summary, the "Opt-In for Option Date"), and the Non-Conducting Party with respect to such Additional Indication, exercisable [*] by written notice to the other Party during the [*] period following [*], but in any event no later than [*] after [*]; provided however that no exercise of an Opt-In for such Additional Indication may be made after the date of [*]. For clarity, a Party Incremental Study shall have the right to exercise its (the "Opt-In right following [*]. Such notice shall specify Right") to convert such Incremental Study to an Additional Study by (1) making a payment to the Conducting Party equal to the amount that would have been such Party is exercising an OptNon-In with respect to such Additional Indication. The Opt-In Conducting Party's share (which shall be effective determined pursuant to Section 4.5 as of the date (after such notice) on which such Party pays in full to time of the Funding Party an amount (the “OptNon-In Payment”) equal to the sum of: (i) [*] or [*], as the case may be (depending on whether such Party had reduced its funding to [*] or to [*]) Conducting Party's exercise of all Additional Indication Development Expenses that the Funding Party incurred through the date of such payment and as to which the Party exercising such Opt-In had not previously paid Right) of the development costs already incurred by the Conducting Party (which shall be calculated in accordance with Section 1.87, as if such Incremental Study were a Shared Study, but without regard to whether such costs are within [*] thereof (of the “Funding Deficiency”budget for such Incremental Study as specified in the Development Plan), plus (ii) a premium equal to of [*] of such Funding Deficiency. Such amount (such payment, the "Opt-In Payment shall be due and payable no later than [*] following delivery of notice of such Opt-In[*]. For clarityPayment"), (x2) agreeing with the Conducting Party upon the budget, timeline and allocation of operational responsibility for Development activities, if any, to be performed with respect to such Party’s payment Incremental Study and all Related Studies after the exercise of such Opt-In Payment Right and committing to pay its applicable share (pursuant to Section 4.5) of Joint Development Costs incurred with respect to such Incremental Study and Related Studies after the Funding Party, such Party’s Contribution Allocation shall be adjusted, as exercise of the last day of the Calendar Quarter in which such payment is made, to reflect its payment of the Funding Deficiency, and (y) no Opt-In shall be effective until the Party exercising such Opt-In has given appropriate notice as contemplated hereby Right, and has paid the full amount of the Opt-In Payment. From and after the effective date of such Opt-In, the provisions of Section 8.5(b(3) shall be of no further force or effect with respect to such Additional any Incremental Study that is directed to a Non-Oncology Indication, agreeing with the Conducting Party upon the milestones to be paid by Mundipharma to Allos upon (w) the [*], (x) the [*], (y) the [*], and (z) the [*].

Opt-In. If a (A) Within [ * ] of the Conducting Party makes having obtained final results in an Additional Indication Opt-OutIncremental Study establishing Clinical Proof of Concept, then such Conducting Party shall thereafter have deliver to the right to exercise an Non-Conducting Party the top-line data summary from such Incremental Study (the delivery date of such top-line data summary, the “Opt-In for Option Date”), and the Non-Conducting Party with respect to such Additional Indication, exercisable [*] by written notice to the other Party during the [*] period following [*], but in any event no later than [*] after [*]; provided however that no exercise of an Opt-In for such Additional Indication may be made after the date of [*]. For clarity, a Party Incremental Study shall have the right to exercise its (the “Opt-In right following [*]. Such notice Right”) to convert such Incremental Study to an Additional Study by (1) making a payment to the Conducting Party equal to the amount that would have been such Non-Conducting Party’s share (which shall specify that be determined pursuant to Section 4.5 as of the time of the Non-Conducting Party’s exercise of such Party is exercising an Opt-In with respect to such Additional Indication. The Opt-In Right) of the development costs already incurred by the Conducting Party (which shall be effective calculated in accordance with Section 1.87, as if such Incremental Study were a Shared Study, but without regard to whether such costs are within [ * ] of the date (after budget for such notice) on which Incremental Study as specified in the Development Plan), plus a premium of [ * ] of such Party pays in full to the Funding Party an amount (such payment, the “Opt-In Payment”) equal to the sum of: (i) [*] or [*], as the case may be (depending on whether such Party had reduced its funding to [*] or to [*]) of all Additional Indication Development Expenses that the Funding Party incurred through the date of such payment and as to which the Party exercising such Opt-In had not previously paid [*] thereof (the “Funding Deficiency”), plus (ii2) a premium equal agreeing with the Conducting Party upon the budget, timeline and allocation of operational responsibility for Development activities, if any, to [*] of be performed with respect to such Funding Deficiency. Such Opt-In Payment shall be due Incremental Study and payable no later than [*] following delivery of notice of such Opt-In[*]. For clarity, (x) upon such Party’s payment all Related Studies after the exercise of such Opt-In Payment Right and committing to pay its applicable share (pursuant to Section 4.5) of Joint Development Costs incurred with respect to such Incremental Study and Related Studies after the Funding Party, such Party’s Contribution Allocation shall be adjusted, as exercise of the last day of the Calendar Quarter in which such payment is made, to reflect its payment of the Funding Deficiency, and (y) no Opt-In shall be effective until the Party exercising such Opt-In has given appropriate notice as contemplated hereby Right, and has paid the full amount of the Opt-In Payment. From and after the effective date of such Opt-In, the provisions of Section 8.5(b(3) shall be of no further force or effect with respect to such Additional any Incremental Study that is directed to a Non-Oncology Indication[*, agreeing with the Conducting Party upon the milestones to be paid by Mundipharma to Allos upon (w) the [ * ], (x) the [ * ], (y) the [ * ], and (z) the [ * ].