Common use of Opt-In Clause in Contracts

Opt-In. 3.1.1 As soon as reasonably practicable after the database lock of the first [***] of each Exclusive Product, Genmab will begin providing SGI with all material information necessary or useful in making an Opt-In Decision as further specified in this Section 3.1 3.1.2 [***] shall invite [***] to [***] meeting to be held within [***]. At this meeting [***] will present (a) all relevant [***] to be included in the [***], (b) a package summarizing the [***] conducted on such Exclusive Product (including providing [***] with [***] to the [***]), (c) a [***] and related [***] for such Exclusive Product (assuming for the purpose that it is a [***]) and a [***] for [***] in the [***] and [***] (i.e., the [***]), (d) a written report on the [***] for such [***], including the [***] with a form and content as decided by [***], but no less detailed than the [***] that [***] has prepared for its internal use and (e) information relating to [***] within the [***] of [***] and [***] to [***], any [***] listing [***] within the [***] of [***] and [***] to [***], and copies of [***] to and from the [***] for the [***]. SGI shall provide [***] with [***] stating its preliminary decision as to whether it wishes to opt-in (“Preliminary Opt-In Notice”) within [***] days [***] the [***], as such deadline may be extended in accordance with this Section 3.1.2. SGI may identify further information it [***] is [***] to be provided by Genmab. The [***] shall [***] this [***] until [***] is [***], however, in no event should this [***] (including the provision of a [***]) extend beyond [***] days after the [***] of the [***]. 3.1.3 If SGI does not provide a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if [***] has identified further information and not yet received such information), Genmab shall then be entitled to proceed with the development of such Exclusive Product, however, SGI shall still be entitled to opt-in pursuant to Section 3.1.5. If SGI subsequently provides an Opt-In Notice with respect to such Exclusive Product within the timeframe set forth in Section 3.1.5, then the [***] to [***] the [***] incurred by [***] in the [***] after the [***] of the [***] and until the [***] as if they had been [***]. If SGI provides a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if SGI has identified further information and not yet received such information), the Parties shall then proceed with the Development of such Collaboration Product in accordance with the Joint Development Plan and related Joint Budget and all parts of this Agreement pertaining to Collaboration Products shall apply subject to a final [***]; provided that [***] shall not be [***] to [***] for its [***] of the [***] incurred in the [***] in the event that subsequently it does not provide an [***]. If [***] after having provided a [***] does not provide an [***] with respect to such [***] within the [***] set forth in Section 3.1.5, the [***] acknowledge that such a [***] shall not be deemed an [***], but that the [***] in question shall go back to being [***] an [***]. 3.1.4 Genmab shall provide SGI with the [***], including the [***], [***], [***], [***] and [***] of [***] of the relevant Exclusive Product within [***] days after [***]. Simultaneously with [***] submission of the [***], [***] shall notify SGI of any [***] or [***] with any [***] that relates to the Exclusive Product (other than a [***]) and shall to the extent possible provide [***] with a copy of any such agreement, provided, that, [***] may [***] from such agreement(s) any terms that are [***], so long as the [***], including, without limitation, [***] relating to [***] by [***], scope of [***] and [***] terms, remain [***]. [***] shall make available suitably [***] to answer questions relating to any of the matters disclosed pursuant to this Section 3.1 prior to and during the [***]. 3.1.5 SGI shall have until [***] days after receipt of the [***] (the “Opt-In Period”) to determine whether SGI will elect to opt-in (the “Opt-In Right”) to co-fund the development and commercialization of the Exclusive Product (the “Opt-In Decision”). 3.1.6 If SGI exercises its Opt-In Right for an Exclusive Product, SGI shall provide written notice to Genmab of its Opt-In Decision prior to the expiration of the Opt-In Period for such Exclusive Product (the “Opt-In Notice”). Effective as of the date of such Opt-In Notice, (a) the Exclusive Product will be deemed to be a Collaboration Product, (b) Genmab’s license for the relevant Exclusive Product set forth in Section 2.1.1 will terminate and SGI will grant Genmab a co-exclusive license with respect to the Collaboration Product on the terms set forth in Section 2.1.2, (c) Genmab will grant SGI a co-exclusive license with respect to such Collaboration Product on the terms set forth in Section 2.4.2, and (d) the Parties will [***] all Joint Development Costs, Commercialization Expenses and Collaboration Product Profit for such Collaboration Product, subject to the applicable terms of this Agreement and oversight of the JSC. 3.1.7 If [***] does not provide [***] with an [***] with respect to an Exclusive Product during the relevant [***], then [***] shall have [***] to [***] with respect to such Exclusive Product and [***] shall [***] the [***] to [***] such Exclusive Product on its own granted pursuant to Section 2.1.1 and shall be obligated to pay [***] the [***], [***] and [***] set forth in Article 10. 3.1.8 [***] agrees that the [***] disclosed pursuant to Section 3.1 shall be Confidential Information of [***] and to use such information solely for the purpose of making the [***]. SGI shall return all information disclosed pursuant to Section 3.1 to Genmab (and shall not keep any copies of such information) not later than [***] days after the [***] of the [***] unless [***] exercised its [***].

Opt-In. 3.1.1 As soon as reasonably practicable after the database lock of the first [***[ * ] of each Exclusive Product, Genmab will begin providing SGI with all material information necessary or useful in making an Opt-In Decision as further specified in this Section 3.1 3.1.2 [***[ * ] shall invite [***[ * ] to [***[ * ] meeting to be held within [***[ * ]. At this meeting [***[ * ] will present (a) all relevant [***[ * ] to be included in the [***[ * ], (b) a package summarizing the [***[ * ] conducted on such Exclusive Product (including providing [***[ * ] with [***[ * ] to the [***[ * ]), (c) a [***[ * ] and related [***[ * ] for such Exclusive Product (assuming for the purpose that it is a [***[ * ]) and a [***[ * ] for [***[ * ] in the [***[ * ] and [***[ * ] (i.e., the [***[ * ]), (d) a written report on the [***[ * ] for such [***[ * ], including the [***[ * ] with a form and content as decided by [***[ * ], but no less detailed than the [***[ * ] that [***[ * ] has prepared for its internal use and (e) information relating to [***[ * ] within the [***[ * ] of [***[ * ] and [***[ * ] to [***[ * ], any [***[ * ] listing [***[ * ] within the [***[ * ] of [***[ * ] and [***[ * ] to [***[ * ], and copies of [***[ * ] to and from the [***[ * ] for the [***[ * ]. SGI shall provide [***[ * ] with [***[ * ] stating its preliminary decision as to whether it wishes to opt-in (“Preliminary Opt-In Notice”) within [***[ * ] days [***[ * ] the [***[ * ], as such deadline may be extended in accordance with this Section 3.1.2. SGI may identify further information it [***[ * ] is [***[ * ] to be provided by Genmab. The [***[ * ] shall [***[ * ] this [***[ * ] until [***[ * ] is [***[ * ], however, in no event should this [***[ * ] (including the provision of a [***[ * ]) extend beyond [***[ * ] days after the [***[ * ] of the [***[ * ]. 3.1.3 If SGI does not provide a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if [***] has identified further information and not yet received such information), Genmab shall then be entitled to proceed with the development of such Exclusive Product, however, SGI shall still be entitled to opt-in pursuant to Section 3.1.5. If SGI subsequently provides an Opt-In Notice with respect to such Exclusive Product within the timeframe set forth in Section 3.1.5, then the [***] to [***] the [***] incurred by [***] in the [***] after the [***] of the [***] and until the [***] as if they had been [***]. If SGI provides a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if SGI has identified further information and not yet received such information), the Parties shall then proceed with the Development of such Collaboration Product in accordance with the Joint Development Plan and related Joint Budget and all parts of this Agreement pertaining to Collaboration Products shall apply subject to a final [***]; provided that [***] shall not be [***] to [***] for its [***] of the [***] incurred in the [***] in the event that subsequently it does not provide an [***]. If [***] after having provided a [***] does not provide an [***] with respect to such [***] within the [***] set forth in Section 3.1.5, the [***] acknowledge that such a [***] shall not be deemed an [***], but that the [***] in question shall go back to being [***] an [***]. 3.1.4 Genmab shall provide SGI with the [***], including the [***], [***], [***], [***] and [***] of [***] of the relevant Exclusive Product within [***] days after [***]. Simultaneously with [***] submission of the [***], [***] shall notify SGI of any [***] or [***] with any [***] that relates to the Exclusive Product (other than a [***]) and shall to the extent possible provide [***] with a copy of any such agreement, provided, that, [***] may [***] from such agreement(s) any terms that are [***], so long as the [***], including, without limitation, [***] relating to [***] by [***], scope of [***] and [***] terms, remain [***]. [***] shall make available suitably [***] to answer questions relating to any of the matters disclosed pursuant to this Section 3.1 prior to and during the [***]. 3.1.5 SGI shall have until [***] days after receipt of the [***] (the “Opt-In Period”) to determine whether SGI will elect to opt-in (the “Opt-In Right”) to co-fund the development and commercialization of the Exclusive Product (the “Opt-In Decision”). 3.1.6 If SGI exercises its Opt-In Right for an Exclusive Product, SGI shall provide written notice to Genmab of its Opt-In Decision prior to the expiration of the Opt-In Period for such Exclusive Product (the “Opt-In Notice”). Effective as of the date of such Opt-In Notice, (a) the Exclusive Product will be deemed to be a Collaboration Product, (b) Genmab’s license for the relevant Exclusive Product set forth in Section 2.1.1 will terminate and SGI will grant Genmab a co-exclusive license with respect to the Collaboration Product on the terms set forth in Section 2.1.2, (c) Genmab will grant SGI a co-exclusive license with respect to such Collaboration Product on the terms set forth in Section 2.4.2, and (d) the Parties will [***] all Joint Development Costs, Commercialization Expenses and Collaboration Product Profit for such Collaboration Product, subject to the applicable terms of this Agreement and oversight of the JSC. 3.1.7 If [***] does not provide [***] with an [***] with respect to an Exclusive Product during the relevant [***], then [***] shall have [***] to [***] with respect to such Exclusive Product and [***] shall [***] the [***] to [***] such Exclusive Product on its own granted pursuant to Section 2.1.1 and shall be obligated to pay [***] the [***], [***] and [***] set forth in Article 10. 3.1.8 [***] agrees that the [***] disclosed pursuant to Section 3.1 shall be Confidential Information of [***] and to use such information solely for the purpose of making the [***]. SGI shall return all information disclosed pursuant to Section 3.1 to Genmab (and shall not keep any copies of such information) not later than [***] days after the [***] of the [***] unless [***] exercised its [***].

Opt-In. 3.1.1 As soon as reasonably practicable after the database lock of the first [***[ * ] of each Exclusive Product, Genmab will begin providing SGI with all material information necessary or useful in making an Opt-In Decision as further specified in this Section 3.1 3.1.2 [***[ * ] shall invite [***[ * ] to [***[ * ] meeting to be held within [***[ * ]. At this meeting [***[ * ] will present (a) all relevant [***[ * ] to be included in the [***[ * ], (b) a package summarizing the [***[ * ] conducted on such Exclusive Product (including providing [***[ * ] with [***[ * ] to the [***[ * ]), (c) a [***[ * ] and related [***[ * ] for such Exclusive Product (assuming for the purpose that it is a [***[ * ]) and a [***[ * ] for [***[ * ] in the [***[ * ] and [***[ * ] (i.e., the [***[ * ]), (d) a written report on the [***[ * ] for such [***[ * ], including the [***[ * ] with a form and content as decided by [***[ * ], but no less detailed than the [***[ * ] that [***[ * ] has prepared for its internal use and (e) information relating to [***[ * ] within the [***[ * ] of [***[ * ] and [***[ * ] to [***[ * ], any [***[ * ] listing [***[ * ] within the [***[ * ] of [***[ * ] and [***[ * ] to [***[ * ], and copies of [***[ * ] to and from the [***[ * ] for the [***[ * ]. SGI shall provide [***[ * ] with [***[ * ] stating its preliminary decision as to whether it wishes to opt-in (“Preliminary Opt-In Notice”) within [***[ * ] days [***[ * ] the [***[ * ], as such deadline may be extended in accordance with this Section 3.1.2. SGI may identify further information it [***[ * ] is [***[ * ] to be provided by Genmab. The [***[ * ] shall [***[ * ] this [***[ * ] until [***[ * ] is [***[ * ], however, in no event should this [***[ * ] (including the provision of a [***[ * ]) extend beyond [***[ * ] days after the [***[ * ] of the [***[ * ]. 3.1.3 If SGI does not provide a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if [***[ * ] has identified further information and not yet received such information), Genmab shall then be entitled to proceed with the development of such Exclusive Product, however, SGI shall still be entitled to opt-in pursuant to Section 3.1.5. If SGI subsequently provides an Opt-In Notice with respect to such Exclusive Product within the timeframe set forth in Section 3.1.5[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, then the [***] to [***] the [***] incurred by [***] in the [***] after the [***] of the [***] and until the [***] as if they had been [***]. If SGI provides a Preliminary Opt-In Notice by the deadline (the extended deadline in Section 3.1.2 shall apply if SGI has identified further information and not yet received such information)MARKED BY BRACKETS, the Parties shall then proceed with the Development of such Collaboration Product in accordance with the Joint Development Plan and related Joint Budget and all parts of this Agreement pertaining to Collaboration Products shall apply subject to a final [***]; provided that [***] shall not be [***] to [***] for its [***] of the [***] incurred in the [***] in the event that subsequently it does not provide an [***]. If [***] after having provided a [***] does not provide an [***] with respect to such [***] within the [***] set forth in Section 3.1.5HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the [***] acknowledge that such a [***] shall not be deemed an [***], but that the [***] in question shall go back to being [***] an [***]AS AMENDED. 3.1.4 Genmab shall provide SGI with the [***], including the [***], [***], [***], [***] and [***] of [***] of the relevant Exclusive Product within [***] days after [***]. Simultaneously with [***] submission of the [***], [***] shall notify SGI of any [***] or [***] with any [***] that relates to the Exclusive Product (other than a [***]) and shall to the extent possible provide [***] with a copy of any such agreement, provided, that, [***] may [***] from such agreement(s) any terms that are [***], so long as the [***], including, without limitation, [***] relating to [***] by [***], scope of [***] and [***] terms, remain [***]. [***] shall make available suitably [***] to answer questions relating to any of the matters disclosed pursuant to this Section 3.1 prior to and during the [***]. 3.1.5 SGI shall have until [***] days after receipt of the [***] (the “Opt-In Period”) to determine whether SGI will elect to opt-in (the “Opt-In Right”) to co-fund the development and commercialization of the Exclusive Product (the “Opt-In Decision”). 3.1.6 If SGI exercises its Opt-In Right for an Exclusive Product, SGI shall provide written notice to Genmab of its Opt-In Decision prior to the expiration of the Opt-In Period for such Exclusive Product (the “Opt-In Notice”). Effective as of the date of such Opt-In Notice, (a) the Exclusive Product will be deemed to be a Collaboration Product, (b) Genmab’s license for the relevant Exclusive Product set forth in Section 2.1.1 will terminate and SGI will grant Genmab a co-exclusive license with respect to the Collaboration Product on the terms set forth in Section 2.1.2, (c) Genmab will grant SGI a co-exclusive license with respect to such Collaboration Product on the terms set forth in Section 2.4.2, and (d) the Parties will [***] all Joint Development Costs, Commercialization Expenses and Collaboration Product Profit for such Collaboration Product, subject to the applicable terms of this Agreement and oversight of the JSC. 3.1.7 If [***] does not provide [***] with an [***] with respect to an Exclusive Product during the relevant [***], then [***] shall have [***] to [***] with respect to such Exclusive Product and [***] shall [***] the [***] to [***] such Exclusive Product on its own granted pursuant to Section 2.1.1 and shall be obligated to pay [***] the [***], [***] and [***] set forth in Article 10. 3.1.8 [***] agrees that the [***] disclosed pursuant to Section 3.1 shall be Confidential Information of [***] and to use such information solely for the purpose of making the [***]. SGI shall return all information disclosed pursuant to Section 3.1 to Genmab (and shall not keep any copies of such information) not later than [***] days after the [***] of the [***] unless [***] exercised its [***].