Common use of Option Exercise Clause in Contracts

Option Exercise. (i) With respect to each Nominated Target, OSI shall have a period of [**] days after its receipt of each Nominated Target Package, but in no case more than [**] days following the expiration of the Research Program Term (the “Option Period”), to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”).

Option Exercise. (i) With respect to each Nominated Target3.2.1 On a Program-by-Program basis, OSI during the applicable Option Exercise Period, Gilead shall have a period the right (but not the obligation) to exercise the Option for such Program in its sole discretion by delivering written notice of [**] days after its receipt of each Nominated Target Package, but in no case more than [**] days following the expiration of the Research Program Term such exercise to SR (the “Option PeriodExercise Notice”); provided that, prior to exercise exercising its Option Option, Gilead may request, and SR shall provide a list of any exceptions to obtain the exclusive license any of SR’s representations or warranties set forth in Section 3.8 the License Agreement for the applicable Program, as well as a draft of all schedules and exhibits to the License Agreement as proposed by SR to be attached to the License Agreement for the applicable Program. Promptly following delivery of the Option Exercise Notice with respect to any Program, the Parties shall enter into the applicable fully negotiated License Agreement for such Nominated TargetProgram in the form thereof set forth in Exhibit A; provided that, if SR refuses to execute a License Agreement for a Program, SR hereby acknowledges and agrees that Gilead shall have the right to obtain specific performance and other equitable relief from any court having jurisdiction over SR to cause SR solely to execute a License Agreement for such Program, including specifying the relevant Program Antibodies arising under this Agreement as the subject of such License Agreement. The Parties expressly agree that specific performance under this Section 3.2.1 is appropriate and necessary because, following exercise of the Option with respect to be exercised a given Program, any refusal by written notice SR to AVEO prior execute a License Agreement for such Program will cause irreparable injury to Gilead and, further, Section 11.9 shall apply mutatis mutandis to the equitable relief of specific performance described in this Section 3.2.1. 3.2.2 On a Program-by-Program basis, if Gilead fails to provide its Option Exercise Notice before the expiration of the applicable Option Exercise Period, then Gilead’s Option shall expire and this Agreement shall terminate, in each case, with respect to such Program. OSI may elect at any time during For the Research Program Term avoidance of doubt, (a) if Gilead determines to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to for a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Targetgiven Program, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target Gilead shall only be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails required to exercise its Option with respect for a given Program one (1) time regardless of the number of Program Antibodies under such Program, and upon exercise of the Option for a given Program, all Program Antibodies from such Program shall be deemed to any Nominated Target be Licensed Antibodies (as such term is defined in the License Agreement) for such Program, and (b) Gilead will be entitled to exercise a maximum of one (1) Option per Program for a total of three (3) Options. 3.2.3 If Gilead does not exercise an Option within the relevant Option Exercise Period, or Gilead delivers written notice to SR to terminate an Option prior to the expiration of the applicable Option Period (each, a “Reverted Target”)Exercise Period, then effective as of the expiration of (a) the Option Periodwith respect to the relevant Program shall automatically expire, (Ab) the Research Collaboration Term and Option Exercise Period with respect to the relevant Program shall automatically terminate, (c) each Party’s rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program obligations with respect to such Reverted Target unless otherwise agreed to by the Parties; Program and any Program Antibodies relating thereto (Cincluded under Section 2.9), shall automatically terminate, (d) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply all Existing Program Antibodies and Delivered Antibodies with respect to such Reverted Target; provided that Program, as such Existing Program Antibodies and Delivered Antibodies exist as of the provisions effective date of subsection 3.7(c)(ii)(B) such termination under such Program shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwisebe classified as “Reversion Products” and subject to Section 10.6.1(c), and such (d) each Party shall thereafter be free to exploit, alone or with one or more Third Party was engaged in such activity prior Parties, any Antibodies or products relating to such acquisition or merger; provided that (1) OSI shall not provide Program, in each case, without any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior further obligation to the acquisition. Notwithstanding anything to the contrary hereinother Party, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms and conditions of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”)Section 10.6.

Option Exercise. (ia) With respect For each Collaboration Candidate, during the ONO Option Period applicable to each Nominated Targetsuch Collaboration Candidate, OSI shall have a period of [**] days after its receipt of each Nominated Target Package, but in no case more than [**] days following ONO may exercise the expiration of ONO Option for the Research Program Term Collaboration Candidate by written notice to FATE within the applicable ONO Option Period (the “"Exercise Date"); provided, however, that if a Competition Law Filing (as defined below) is required in compliance with applicable Law, the effectiveness of such exercise will automatically be extended until the Clearance Date, and instead of being the date on which the ONO Option Period”)is exercised, the Exercise Date will be deemed to exercise its be the date that is the Clearance Date. Upon the Exercise Date for the Collaboration Candidate, the Collaboration Candidate for which the ONO Option to obtain the exclusive license set forth in Section 3.8 has been exercised shall be designated a Collaboration Product for further Research, Development and Commercialization, unless and until this Agreement is terminated with respect to such Nominated TargetCollaboration Product. For the avoidance of doubt, such if FATE undergoes a Change of Control, ONO shall nonetheless be entitled to exercise the ONO Option to be exercised by written notice to AVEO prior to expiration of as provided in this Section 2.4.3 (Option Exercise). If ONO does not exercise the ONO Option for a particular Collaboration Candidate during the applicable ONO Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 , this Agreement will terminate with respect to such Collaboration Candidate pursuant to [***]. (b) If a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target filing or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely submission with respect to the exercise of an such ONO Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust, competition or merger control Law applicable to such Collaboration Targetexercise (collectively, "Competition Laws" and such filing or submission "Competition Law Filings") are required, ONO shall provide, prior to its exercise of the ONO Option, a written notice to FATE that ONO has determined in good faith based on consultations with its counsel that the exercise of the ONO Option will be subject to any Competition Laws Filings, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(BSection 13.13 (Competition Law Filings) shall not apply where OSI’s involvement apply. FATE shall provide to ONO any information reasonably requested by ONO in such activity results from OSI’s acquisition its assessment of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date potential notifications under applicable Competition Laws pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targetsthis Section 2.4.3(b) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”Exercise).

Option Exercise. (i) With respect to each Nominated Target, OSI Optionee shall have a period of [**] days after its receipt of each Nominated Target Packagethe right, but in no case more than [**] days following not the expiration of obligation, to exercise the Research Program Term Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”), to exercise its . It is hereby acknowledged and agreed that the Option to obtain the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to hereby granted constitutes a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration present and absolute grant of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of OSIexercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which the Optionee shall purchase and acquire from Optionor, the Asset (the “Closing”); provided, however, that the Closing Date shall be no fewer than one (1) days after the date of the Exercise Notice and no later than one (1) days after the end of the Option Period. Upon Optionee’s exercise of its Optionthe Option as above provided, (B) OSI shall pay AVEO this Agreement will automatically become an agreement by Optionor to sell and convey the milestone Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: x. xx pay Optionor the full Purchase Price (i.e. Three Hundred Thousand Dollars ($300,000.00)) by wire transfer to Optionor of immediately available funds, on the Closing Date; provided, the full amount of the Purchase Price shall not be due to Optionor unless Optionee has (i) approved the Merchandise design and (ii) fulfilled its obligations outlined in Section 6.1(d) solely Sections 3 and 4 of Exhibit A; x. Xxxxxxx shall cover all costs and expenses related to: packing, crating, delivery of the Asset (from a location designated by Optionor); and c. Risk of loss with respect to the exercise Asset shall transfer to Optionee upon Optionee’s retrieval of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest inthe Asset from a location of Optionor’s designation, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth be mutually agreed upon in Section 3.8(a) shall apply to such Collaboration Targetgood faith. (ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”).

Option Exercise. (i) With respect to each Nominated Target, OSI 3.1 GSK hereby exercises the Initial Target Program Option and execution of this Amendment Agreement shall have a period constitute provision of [**] days after its receipt of each Nominated Target Package, but GSK’s Option Notice in no case more than [**] days following the expiration accordance with Section 6.2 of the Research Program Term (the “Option Period”), to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely Agreement. 3.2 Solely with respect to the exercise Initial Target Program, the second sentence of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under Section 6.2 of the Collaboration Agreement shall be deleted and replaced with the following. For clarity, the following shall not apply to the Second Target Translational Research Intellectual Property relating Program or other Collaboration Program. “On receipt of the Initial Target Program Option Exercise Fee Adaptimmune shall grant and hereby grants to such Collaboration Target, and (D) GSK the exclusive license licence to the Initial Target Program as set forth out in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration 6.6. of the applicable Collaboration Agreement in accordance with Exhibit 2. For clarity, GSK shall have no right to nominate further Targets other than the Initial Target and the Second Target under Section 5.1.4 of the Collaboration Agreement until full payment of Initial Target Option Period (each, a “Reverted Target”), then effective Exercise Fee as set out Exhibit B of this Amendment Agreement. In addition and as of the expiration Amendment Effective Date, Adaptimmune grants to GSK a non-exclusive license under Adaptimmune’s interests in and to the Collaboration Program IP, Joint Background and Adaptimmune Background to the extent necessary for GSK to make, have made, import, use, offer for sale and sell Licensed Products in each case as arising from the Initial Target Program in the Field and in the Territory. Such license shall last until receipt of the Initial Target Program Option Period, (A) Exercise Fee and shall then automatically terminate and be superseded by the rights and licenses exclusive licence granted to OSI pursuant to under Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration 6.6 of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor Collaboration Agreement”. For clarity Section 6.3 shall continue to apply during the performance of the Transition Plan and Adaptimmune shall not license any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with under its rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger Collaboration Program IP, Adaptimmune Background or otherwise)Joint Background to manufacture, OSI does not expand the scope of, use sell or increase the financial commitment to, such Third Party activities, from what it was immediately prior supply any Therapy directed to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Initial Target”).

Option Exercise. Subject to the terms and conditions set forth herein, IDRI hereby grants Immune Design an exclusive right of first option (the “Exclusive Option”) to obtain an exclusive (even as to IDRI), worldwide, royalty-bearing right and license, with the right to grant sublicenses through multiple tiers, in accordance with Section 2.3, under all of IDRI’s rights in the IDRI Licensed Technology to research, develop, make, have made, use, sell, offer for sale, import and export Licensed Products in the Option Indications; subject to IDRI’s rights and obligations under Section 3.4. Immune Design shall either exercise or waive its Exclusive Option with respect to an Option Indication at any time within *** after the first to occur of the following (with respect to that Option Indication): (i) With IDRI’s notification to Immune Design that an Option Indication meets the Option Criteria and delivery of the data package with respect to an Option Indication (it being understood that each Nominated Target, OSI shall have a period of [**] days after its receipt of each Nominated Target Package, but in no case Option Indication may satisfy more than [**] days following the expiration one set of the Research Program Term Option Criteria (the “Option Period”as described in Section 6.1(a)(iv)), to the extent applicable); (ii) Immune Design’s unilateral election to exercise its the Exclusive Option with respect to obtain an Option Indication before the exclusive license set forth in Section 3.8 Option Criteria are met (or via a sponsored research agreement); (iii) IDRI’s notification to Immune Design that (1) *** with respect to an Option Indication or (2) *** with respect to an Option Indication. Once Immune Design has notified IDRI that it intends to exercise the Exclusive Option with respect to an Option Indication, all of IDRI’s rights with respect to such Nominated Target, Option Indication will be exclusively licensed to Immune Design on the terms and subject to the conditions set forth herein and such Option to Indication will be exercised by written notice to AVEO prior to expiration deemed included in the Immune Design Exclusive Field. In the event that GLA and SLA have the same Option Indication, Immune Design’s exercise of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Exclusive Option with respect to such Option Indication, shall be deemed an exercise as to both agents. The Exclusive Option is non-transferable by assignment or sublicense of all or any portion of this Agreement, except to a Nominated Target or Additional Antibody Target, as successor-in-interest of Immune Design in the case may be, prior to expiration of the Option Period with respect merger or acquisition of Immune Design or the sale of all or substantially all of the assets to which this Agreement relates. IDRI shall not be required to provide information in a data package if such information is subject to an obligation of confidentiality to a Nominated Target Third Party prohibiting such disclosure to Immune Design or prior such information is not otherwise available; provided, that if as a result Immune Design is not reasonably able to expiration of make a decision to obtain exclusive rights to the Research Program Term Option Indication, then the above-referenced *** period shall be not begin until Immune Design has received information that would reasonably permit Immune Design to make such decision. Further, Immune Design acknowledges that any data package provided with respect to an Additional Antibody Target, (A) Option Indication may be anonymized or otherwise “coded,” if such Nominated Target anonymization or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSIcoding does not unreasonably adversely affect Immune Design’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails ability to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [Exclusive Option. **] months after the expiration of the Option Period for such Nominated Target* INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third PartyAS AMENDED. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”).

Option Exercise. (a) Development Candidate Other than AST-005 Option Exercise Period. The Option for each Development Candidate other than AST-005 will be exercisable during the period commencing on ***** and ending ***** after (i) With respect the first of either FDA or EMA approving or allowing an IND for such Development Candidate to each Nominated Target, OSI shall have go into effect allowing commencement of a period of [**] days after its Phase 1 Study and (ii) Licensee’s receipt of each Nominated Target Packagea written certificate executed by a duly authorized officer of Licensor attesting that Licensee has received all results and data from Licensor related to the IND filing for such Development Candidate including, but not limited to, pre-clinical study reports, test data (including pharmacological, biological, chemical, biochemical data resulting from non-clinical studies), stability data and other study data, procedures, formulations, formulae, practices, techniques, methods, processes, specifications, materials, software, algorithms, Regulatory Materials, CMC Information, and any other data necessary for the continued Development of such Development Candidate, in no case more than [**] days following the expiration of the Research Program Term a reasonably organized and readable format (the each a “Non-AST-005 Option Exercise Period”). 23 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (b) AST-005 Option Exercise Period. The AST-005 Option will be exercisable during the period commencing on ***** and ending ***** after the New Study Completion Date (“AST-005 Option Exercise Period”). Licensee will assume all incurred and/or future non-terminable costs during the AST-005 Option Exercise Period related to the New Study on the Effective Date regardless of AST-005 Option exercise. Licensor will assume all incurred and/or future non-terminable costs during the AST-005 Option Exercise Period related to development of AST-005 other than as related to the New Study on the Effective Date regardless of AST-005 Option exercise. (c) Manner and Consequence of Exercise. (i) Prior to the expiry of each Option Exercise Period, Licensee will determine, in its sole discretion, whether it desires to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails Licensee elects to exercise its the Option, it will serve an Option with respect Exercise Notice to any Nominated Target Licensor prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Exercise Period. (iii) If Licensee determines that it does not desire to exercise the Option, it will either (A) the rights and licenses granted serve an Option Declination Notice to OSI pursuant Licensor prior to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual PropertyExercise Period, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B(B) if undertaken by OSI, and allow the Option Exercise Period to expire without serving an Option Exercise Notice to Licensor. (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Partyd)Lapse of Option. (iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”).

Option Exercise. (ia) With respect to For each Nominated TargetProgram, OSI Servier shall have a period of [an exclusive option to obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program DARTs and Licensed Products from such Program in the Field in the Servier Territory (each an “Option”). Servier may exercise each such Option by providing MacroGenics written notice within **] days * after its the receipt of the Option Trigger Data Package for the corresponding Program (each Nominated Target Package, but in no case more than [**] days following the expiration of the Research Program Term (the an “Option Period”), . In the event Servier elects to exercise its Option an Option, it shall, no later than *** = Portions of this exhibit have been omitted pursuant to obtain a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration Commission. the end of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target. (ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “Reverted Target”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration last day of the Option Period for such Nominated TargetOption, neither OSI nor its Affiliates shalldeliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Option, nor and (ii) payment of the corresponding License Grant Fee. Provided Servier has properly exercised the Option in accordance with the preceding sentence, the later of the date of the written notice and receipt by MacroGenics of the License Grant Fee shall any be the “License Grant Date” of them grant the resulting Licensed Program. The Research Term and Option Period will be deemed to have ended for such Program, and the License Term of such Licensed Program will be deemed to have commenced, on such License Grant Date. (b) Upon the exercise by Servier of an Option in accordance with this Section 3.3, the provisions set forth in Sections 4.1, 4.2 and 4.3 of this Agreement shall constitute the terms and conditions of the license and sublicense rights granted by MacroGenics to a Third Party to, conduct any research or development program Servier with respect to Licensed Products and the MacroGenics IP from the Licensed Program that was licensed under such Reverted Target unless otherwise agreed Option in the Field in the Servier Territory, and by Servier to by MacroGenics with respect to Servier IP and Licensed Products from such Licensed Program in the Parties; Field in the MacroGenics Territory. During each period commencing on the Effective Date and (C) ending on the exclusive licenses expiration of an Option Exercise Period, MacroGenics will not grant a license or other rights to AVEO any Third Party or take any other action that would prevent MacroGenics from being able to grant to Servier the license set forth in Section 3.6(b) shall apply 4.1 for the Program that is subject to such Reverted TargetOption. In the event Servier does not exercise the Option for a Program during the applicable Option Exercise Period, with regard to such Program Servier (i) Servier’s Option shall expire and all right and interest with respect to the Program DARTs, Licensed Products and MacroGenics IP for such Program shall revert to MacroGenics; provided that the provisions of subsection 3.7(c)(ii)(B(ii) Servier shall not apply where OSI’s involvement have no right to or interest in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), Program DARTs and such Third Party was engaged in such activity prior to such acquisition or mergerLicensed Products; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party. (iii) On the license granted to Servier under Section 3.3.1 shall terminate; (iv) the licenses and other rights granted under ARTICLE 4 shall have no force or before December 31effect; (v) Servier shall and hereby does assign and transfer to MacroGenics all right, 2009, title and interest in and to the Parties hereby agree to designate as Nominated Targets an aggregate of [Supplemental Data; (vi) **] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “Final Nominated Targets”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “Non-Validated Collaboration Target”).