Common use of Option Exercise Clause in Contracts

Option Exercise. With respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: a. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; b. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; c. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With respect (a) Servier shall have the exclusive option to each Company License obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program Antibodies and Licensed Products in the Field in the Servier Territory (the “Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [). **] calendar days following Company’s receipt of the applicable Disclosure Notice * (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during Servier elects to exercise the Option PeriodOption, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. Ifit shall, no later than the end of [**] calendar days following Company’s receipt the last day of the applicable Disclosure NoticeOption Period, Company notifies Broad deliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Option, and (ii) payment of the License Grant Fee. Provided Servier has properly exercised the Option in writing that Company has a possible interest in exercising accordance with the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written noticepreceding sentence, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after later of the date of the first filing written notice and receipt by MacroGenics of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year Grant Fee shall be considered a material breach the “License Grant Date” for purposes of this Agreement. Company The Research Term and Option Period will be deemed to have ended, and the License Term will be deemed to have commenced, on the License Grant Date. (b) Upon the exercise by Servier of the 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 Servier with respect to Licensed Products and the MacroGenics IP in the Field in the Servier Territory, and by Servier to MacroGenics with respect to Servier IP and Licensed Products in the Field in the MacroGenics Territory. During the period commencing on the Effective Date and ending on the expiration of the Option Exercise Period, MacroGenics will not grant a license or other rights to 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 4.1. In the event Servier does not exercise the Option during the Option Exercise Period, Servier shall have no further rights hereunder with respect to MacroGenics IP and/or Licensed Products, the right license granted to prepare, file, prosecute Servier under Section 3.3.1 shall terminate and the licenses and other rights granted under ARTICLE 4 shall have no force or maintain any Optioned IP; provided, however, that during an effect. (c) In the event Servier does not exercise its Option rights prior to the end of the Option Period, Broad (i) Servier’s Option shall permit Company to review expire and comment on any draft patent application covering an Invention subject all right and interest with respect to the applicable Company License OptionProgram Antibodies, Licensed Products and MacroGenics IP shall revert to MacroGenics; (ii) Servier shall have no right to or interest in such Program Antibodies, Licensed Products and MacroGenics IP; and (iii) Servier shall and hereby does assign and transfer to MacroGenics all right, title and interest in and to the Supplemental Data and the Servier Collaboration IP that is created by or on the express condition that Company will not propose any claim amendment behalf of Servier or new claim that it believesits Affiliates, or has reason to believeboth, would result whether solely or jointly with MacroGenics, in the addition course of new inventor(s) to conducting activities under the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationResearch Plan.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: 1. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; 2. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; 3. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”a) of the exercise of such Company License Option within Within [***] calendar days following (which period of time may be automatically extended by the Company for one additional [***] period upon the Company’s receipt written notice to Horizon) following the Notice of Intent Date or such later date as mutually agreed in writing by Horizon and the applicable Disclosure Notice Company (such period as it may be extended in accordance with the terms of this Agreement, the “Option Company Delivery Period”). In , the event that Company exercises a Company License Option during the Option Periodshall prepare and deliver to Horizon, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on dated the date of its delivery (the Option Notice “Schedule Delivery Date”), a true, correct and ending complete updated schedule of assets (including a schedule of all Contracts proposed to be assigned to Horizon under the Asset Purchase Agreement) and disclosures and exceptions to the representations and warranties to be made by the Company pursuant to the Asset Purchase Agreement (which shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in the Asset Purchase Agreement) (the “Updated APA Schedules”), as if such representations and warranties were made as of the Schedule Delivery Date. (b) Subject to Section 4.4(d), Horizon shall have the right at any time before [***] Central Time on the date that is [***] calendar days thereafter following the Schedule Delivery Date, subject to extension as specified in this Section (such date, the “Negotiation Interest Withdrawal Period”), to elect, in its sole discretion, to cause the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than Company and Horizon to consummate the end Asset Acquisition by delivery to the Company of [**] calendar days following Company’s receipt a written notice of such election (the “Option Exercise Notice”) to the Company of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising exercise of the Company License Option and agrees to pay (the out-of-pocket costs date of preparing a patent application covering the Invention that is the subject delivery of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution CostsOption Exercise Date”). If the Interest Withdrawal Period does not expire before the Option Termination Date, the Option Termination Date shall be extended until the last day of the Interest Withdrawal Period. (c) If the Company delivers the Updated APA Schedules pursuant to Section 4.4(a), at any time prior to the end of the Interest Withdrawal Period, Horizon may at its sole option deliver a written notice (the “Interest Withdrawal Notice”) to the Company stating that Horizon withdraws its Notice of Intent, and, upon delivery of the Interest Withdrawal Notice the Option shall be deemed not to have been exercised by Horizon and the Option shall remain in full force and effect until [***] Central Time on the Option Termination Date; provided that Horizon shall not be entitled to deliver more than two Interest Withdrawal Notices and provided further that the delivery of an Interest Withdrawal Notice shall not extend the Option Termination Date. If the Company delivers the Updated APA Schedules pursuant to Section 4.4(a), and if Horizon does not deliver an Option Exercise Notice by the last day of the Interest Withdrawal Period, the Notice of Intent will be deemed withdrawn at [***] Central Time on the last day of the Interest Withdrawal Period and the Option shall remain in full force and effect until [***] Central Time on the Option Termination Date, unless Horizon delivers a notice of termination of this Agreement pursuant to Section 10.2(b)(iii) concurrently with the delivery or deemed delivery of the Interest Withdrawal Notice. Horizon shall have the right to automatically extend the Interest Withdrawal Period up to [***] following written notice to the Company that Horizon, in good faith, has learned new information that raises a material concern regarding the Specified Business or the Development Program. Horizon’s delivery of a written notice to temporarily withdraw its Notice of Intent pursuant to Section 4.4(d)(i) shall not constitute an Interest Withdrawal Notice for purposes of this Section 4.4(c). (d) Without limiting Horizon’s remedies hereunder, if the Company does not deliver the Updated APA Schedules to Horizon prior to the expiration of the Company Delivery Period, Horizon may, at its sole option; (i) elect to temporarily withdraw its Notice of Intent by delivering written notice thereof to the Company during the [***] period following the end of the Company Delivery Period, and upon delivery of such notice the Option shall be deemed not to have been exercised by Horizon and each of the Option, the Option Termination Date and the Interest Withdrawal Period shall be extended so that it expires by the number of days elapsed from the expiration of the Company Delivery Period until the date the Company delivers to Horizon the Updated APA Schedules; or (ii) deliver an Option Exercise Notice, in which case, the Company Disclosure Schedules delivered on the date that is [**] calendar days after Effective Date shall be deemed to be the date Updated APA Schedules as of the first filing Option Exercise Date for all purposes of this Agreement and the first patent application (provisional or utility) covering such Invention. If after providing an Extension NoticeAsset Purchase Agreement, Company fails and all references to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year Updated APA Schedules herein shall be considered a material breach of this Agreement. deemed to refer to such Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationDisclosure Schedules.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: i. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; ii. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; iii. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With respect (a) The Company acknowledges and agrees that this Agreement is intended to each Company License Optionafford Buyer and Merger Sub an Option to proceed with the Merger or to not proceed with the Merger, in the sole discretion of Buyer and Merger Sub. Buyer may make an election to exercise such Company License Option, Company shall give written notice (an “the Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option at any time during the Option Period. Such exercise shall be made by Buyer delivering to the Company written notice of such exercise in the form attached hereto as Exhibit G (such notice, the “Exercise Notice”). The Company acknowledges and agrees that the delivery of the Exercise Notice does not in any way commit Buyer or Merger Sub to proceed with the Merger and is only a then-present statement to proceed with the Merger and to initiate pre-Closing actions by the Parties. Notwithstanding the foregoing, subject to Buyer may deliver an Exercise Notice only once. (b) Within ten (10) days following receipt by the Company of the Exercise Notice or such later date as mutually agreed in writing by Buyer and the Company, the Company shall prepare and deliver the Disclosure Schedule, in good faith and consistent with the definition set forth in Section 2.4.3 (Participating Institution Approval)1.65, during as if the period beginning on representations and warranties contained in ARTICLE 5 were made as of the date of delivery of the Option Notice and ending Disclosure Schedule (the “Schedule Delivery Date”). (c) Buyer shall have the right at any time before 5:00 p.m. Eastern time on the date that is [**] calendar ten (10) days thereafter following the Schedule Delivery Date (the “Negotiation Exercise Withdrawal Period”), to elect, in its sole discretion, to cause the Parties shall negotiate Company and Merger Sub to consummate the Merger (subject to satisfaction of the conditions set forth in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licenseesSection 4.2) by delivery to the Company of a written notice of such election in the form attached hereto as Exhibit H (a “Closing Notice”). IfFrom the Schedule Delivery Date, no later than the end of [**] calendar days following Company and the Company’s receipt employees, consultants and advisers shall promptly respond to any reasonable due diligence requests from Buyer. To the extent the Disclosure Schedule delivered on the Schedule Delivery Date contains a change from the draft Disclosure Schedule delivered as part of the applicable Disclosure Notice, Company notifies Broad in writing IND Package that Company has could reasonably be expected to have a possible interest in exercising material impact on the Company License ability of Buyer to evaluate the Option and agrees to pay or consummate the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written noticeMerger, the “Extension Notice,” and such costsBuyer may delay submitting the Closing Notice for up to thirty (30) days, without prejudice, to sufficiently review the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationDisclosure Schedules.”