Common use of Option Exercise Closing Clause in Contracts

Option Exercise Closing. (i) If Gilead delivers an Option Exercise Notice for a Galapagos Program during the Option Exercise Period for such Galapagos Program in accordance with Section 8.2(b)(i), subject to Section 8.2(c)(v), such Galapagos Program shall become an Optioned Program at 12:01 a.m. Pacific Time on the later of the […***…] Business Day following (A) Galapagos’ receipt of such Option Exercise Notice or (B) if any Antitrust Conditions apply to the Option for such Galapagos Program, the date Gilead notifies Galapagos pursuant to Section 8.2(d) that the Antitrust Conditions applicable to the Option for such Galapagos Program have been satisfied (with respect to each such Galapagos Program, an “Option Exercise Closing”). To the extent permitted by applicable Antitrust Laws, and subject to Section 8.2(c)(v), if the Antitrust Approvals have been obtained for […***…] with respect to a Galapagos Program, then (1) an Option Exercise Closing for such Galapagos Program shall occur for […***…] and each other jurisdiction in the Territory as to which Antitrust Approval is not required or has been obtained (such Option Exercise Closing, the “Initial Option Closing”) and (2) subject to Section 8.2(e), the countries for which an Antitrust Approval is still required as of the Initial Option Closing (or any subsequent Option Exercise Closing for such Optioned Program) shall remain part of the Galapagos Territory unless and until the applicable required Antitrust Approval has been obtained. Upon each notice of receipt of any such subsequent Antitrust Approval for such Optioned Program, there shall occur an additional Option Exercise Closing for such Optioned Program with respect to the applicable jurisdictions.

Option Exercise Closing. (i) If Gilead delivers an Option Exercise Notice for a Galapagos an Arcus Program during the Option Exercise Period for such Galapagos Arcus Program in accordance with Section 8.2(b)(i8.3(b)(i), or prior to such Option Exercise Period in accordance with Section 8.3(b)(vi), then subject to Section 8.2(c)(v8.3(c)(iii), such Galapagos Arcus Program shall become an Optioned Program at 12:01 a.m. Pacific Time on the later of the […***…] Business Day following (A) GalapagosArcus’ receipt of such Option Exercise Notice Notice, including a certification that no Antitrust 57 Conditions apply to the Option for such Arcus Program, or (B) if any Antitrust Conditions apply to the Option for such Galapagos Arcus Program, the date Gilead notifies Galapagos pursuant to Section 8.2(d) that on which the Antitrust Conditions applicable to the Option for such Galapagos Arcus Program have been satisfied (with respect to each such Galapagos Arcus Program, an “Option Exercise Closing”). To the extent permitted by applicable Antitrust Laws, and subject to Section 8.2(c)(v8.3(c)(iii), if the Antitrust Approvals have been obtained for […***…] the United States and the European Union with respect to a Galapagos an Arcus Program, then (1) an Option Exercise Closing for such Galapagos Arcus Program shall occur for […***…] the United States, the European Union and each other jurisdiction in the Territory as to which Antitrust Approval is not required or has been obtained (such Option Exercise Closing, the “Initial Option Closing”) and (2) subject to Section 8.2(e8.3(e), the countries each country for which an Antitrust Approval is still required as of the Initial Option Closing (or any subsequent Option Exercise Closing for such Optioned Program) shall remain part of not be included in the Galapagos Gilead Royalty Territory unless and until the applicable required Antitrust Approval has been obtainedobtained for such country. Upon each notice of receipt of any such subsequent Antitrust Approval for such Optioned Program, there shall occur an additional Option Exercise Closing for such Optioned Program with respect to the applicable jurisdictions. If Antitrust Approval is not obtained in any country by 11:59 p.m. Pacific time on the [***] day after the delivery of the Option Exercise Notice, then either Party may notify the other Party that it is terminating the Option relating to such Arcus Program in such country.

Option Exercise Closing. (i) If Gilead delivers an Option Exercise Notice for a Galapagos an Assembly Program during any of the Option Exercise Period Periods for such Galapagos Assembly Program in accordance with Section 8.2(b)(i4.1(b)(i), or prior to such Option Exercise Period in accordance with Section 4.1(b)(vi), then subject to Section 8.2(c)(v4.1(c)(iii), such Galapagos Assembly Program shall become an Optioned Program at 12:01 a.m. Pacific Time on the later of the […***…] Business Day following (A) Galapagos’ Assembly’s receipt of such Option Exercise Notice Notice, including a certification that no Antitrust Conditions apply to the Option for such Assembly Program, or (B) if any Antitrust Conditions apply to the Option for such Galapagos Assembly Program, the date Gilead notifies Galapagos pursuant to Section 8.2(d) that on which the Antitrust Conditions applicable to the Option for such Galapagos Assembly Program have been satisfied (with respect to each such Galapagos Assembly Program, an “Option Exercise Closing”). To the extent permitted by applicable Antitrust Laws, and subject to Section 8.2(c)(v4.1(c)(iii), if the Antitrust Approvals have been obtained for […***…] the United States and the European Union with respect to a Galapagos an Assembly Program, then (1) an Option Exercise Closing for such Galapagos Assembly Program shall occur for […***…] the United States, the European Union and each other jurisdiction in the Territory as to which Antitrust Approval is not required or has been obtained (such Option Exercise Closing, the an “Initial Option Closing”) and (2) subject to Section 8.2(e4.1(e), the countries each country for which an Antitrust Approval is still required as of the applicable Initial Option Closing (or any subsequent Option Exercise Closing for such Optioned Program) shall remain part of not be included in the Galapagos Gilead Royalty Territory unless and until the applicable required Antitrust Approval has been obtainedobtained for such country. Upon each notice of receipt of any such subsequent Antitrust Approval for such Optioned Program, there shall occur an additional Option Exercise Closing for such Optioned Program with respect to the applicable jurisdictions. If Antitrust Approval is not obtained in any country by 11:59 p.m. Pacific time on the [***] day after the delivery of the Option Exercise Notice, then either Party may notify the other Party that it is terminating the Option relating to such Assembly Program in such country.