Common use of Option Exercise Clause in Contracts

Option Exercise. Upon AstraZeneca (a) providing notice to Moderna in writing which Product Candidate is being selected by AstraZeneca to be an Optioned Product Candidate hereunder (along with all associated Development Pool Candidates), and identifying the applicable Product Candidate and Development Polypeptide and the applicable AstraZeneca Field (“AstraZeneca Option Notice”), and (b) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of such Product Candidate and the other items specified thereon, an Option will be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] of receipt thereof, the Parties will discuss Moderna’s objections. If Moderna fails to properly object to such AstraZeneca Option Notice in writing within [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selected. A separate AstraZeneca Option Notice and payment of the Initial A&R OPTION AGREEMENT Payment will be required for each Development Polypeptide and the first Product Candidate with respect thereto optioned by AstraZeneca pursuant to this Section 6.6. If AstraZeneca does not issue an AstraZeneca Option Notice and pay the Initial Payment with respect to a Product Candidate [***] a Development Polypeptide during the Option Exercise Period for such Development Polypeptide, the right to exercise an Option and other rights granted to AstraZeneca under this A&R Option Agreement and the other Transaction Agreements with respect to such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectively.

Option Exercise. Upon AstraZeneca (a) providing notice For each Program, Servier shall have an exclusive option to Moderna obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program DARTs and Licensed Products from such Program in writing which Product Candidate is being selected by AstraZeneca to be the Field in the Servier Territory (each an Optioned Product Candidate hereunder (along with all associated Development Pool Candidates), and identifying the applicable Product Candidate and Development Polypeptide and the applicable AstraZeneca Field (“AstraZeneca Option NoticeOption”). Servier may exercise each such Option by providing MacroGenics written notice within *** after the receipt of the Option Trigger Data Package for the corresponding Program (each an “Option Period”). In the event Servier elects to exercise an Option, it shall, no later than the end of the last day of the Option Period for such Option, deliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Option, and (bii) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of such Product Candidate and the other items specified thereon, an Option will be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] of receipt thereof, the Parties will discuss Moderna’s objections. If Moderna fails to properly object to such AstraZeneca Option Notice in writing within [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selected. A separate AstraZeneca Option Notice and payment of the Initial A&R OPTION AGREEMENT Payment 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 be the “License Grant Date” of the resulting Licensed Program. The Research Term and Option Period will be required deemed to have ended for each Development Polypeptide such Program, and the first Product Candidate 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 respect thereto optioned by AstraZeneca pursuant to this Section 6.6. If AstraZeneca does not issue an AstraZeneca Option Notice 3.3, the provisions set forth in Sections 4.1, 4.2 and pay 4.3 of this Agreement shall constitute the Initial Payment terms and conditions of the license and sublicense rights granted by MacroGenics to Servier with respect to Licensed Products and the MacroGenics IP from the Licensed Program that was licensed under such Option in the Field in the Servier Territory, and by Servier to MacroGenics with respect to Servier IP and Licensed Products from such Licensed Program in the Field in the MacroGenics Territory. During each period commencing on the Effective Date and ending on the expiration of an Option Exercise Period, MacroGenics will not grant a Product Candidate [***] 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 for the Program that is subject to such Option. In the event Servier does not exercise the Option for a Development Polypeptide Program during the applicable Option Exercise Period 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 Development Polypeptide, the Program shall revert to MacroGenics; (ii) Servier shall have no right to exercise an Option or interest in such Program DARTs and Licensed Products; (iii) 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 effect; (v) Servier shall and hereby does assign and transfer to AstraZeneca under this A&R Option Agreement MacroGenics all right, title and interest in and to the other Transaction Agreements with respect to such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectively.Supplemental Data; (vi) ***

Option Exercise. Upon AstraZeneca In accordance with Section 4.2(b) of the Agreement, Mersana hereby exercises the option to acquire all of Adimab’s rights in the Validation Program ADCs against the her2 Target. As a result of the exercise of such option, without limiting the other provisions of the Agreement that apply as a result of such exercise: (ai) providing notice to Moderna in writing which Product Candidate Mersana is being selected by AstraZeneca to be an Optioned Product Candidate hereunder (along with all associated Development Pool Candidates)the Commercial Rights Party for the Validation Program ADCs generated against the her2 Target, and identifying shall be responsible for payments owed to Adimab with respect thereto pursuant to Article 6 of the applicable Product Candidate Agreement; (ii) Adimab hereby assigns to Mersana all right, title and Development Polypeptide interest in and to the applicable AstraZeneca Field (“AstraZeneca Option Notice”)Selected Antibodies generated by Adimab against such Validation Program Target, including the Validation Program Antibody Patents, Joint Validation Program Patents and Validation Program Know-How that relate solely and specifically to the Selected Antibodies, and (b) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of shall execute such Product Candidate instruments and the other items specified thereon, an Option will take such actions as may be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected reasonably requested by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] Portions of receipt thereofthis exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Mersana to effect such assignment; provided, however, that Mersana shall not practice or use, or permit any Third Party to practice or use, such Selected Antibodies, Validation Program Antibody Patents, Joint Validation Program Patents or Validation Program Know-How to discover new Antibodies, to provide the Parties will discuss ModernaSelected Antibodies to another Antibody discovery service provider for use in Antibody screening or discovery, or for any purpose other than the development, manufacture, use, sale, offer for sale and importation of Products containing the applicable Validation Program ADCs; (iii) Adimab hereby grants to Mersana a non-exclusive, royalty-bearing, sublicensable, worldwide license under the Adimab Core Technology, Adimab Core Technology Improvements and Adimab Background Patents, and an exclusive, royalty-bearing, sublicensable, worldwide license under Adimab’s objections. If Moderna fails interest in the Validation Program Patents and Validation Program Know-How (other than those interests assigned to properly object Mersana pursuant to Section 1.2(ii) of this Amendment), in each case solely to develop, make, use, sell, offer to sell and import Products containing such AstraZeneca Option Notice in writing within Validation Program ADCs; (iv) With respect to any Validation Program ADC for which Mersana has exercised its option pursuant hereto, Mersana shall have the right to [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selectedfor any reason. A separate AstraZeneca Option Notice and payment of the Initial A&R OPTION AGREEMENT Payment will be required for each Development Polypeptide and the first Product Candidate with respect thereto optioned by AstraZeneca pursuant to this Section 6.6. If AstraZeneca does not issue an AstraZeneca Option Notice and pay the Initial Payment with respect to a Product Candidate The product containing such [***] a Development Polypeptide during for purposes of the Option Exercise Period for Agreement; and (v) Pursuant to Section 7.4(d) of the Agreement, Mersana shall have the first right (but not the obligation) to file, prosecute, maintain, defend and enforce all Validation Program Patents Covering Selected Antibodies directed at such Development PolypeptideValidation Program Target, the right to exercise an Option and other rights granted to AstraZeneca under this A&R Option Agreement and the other Transaction Agreements with respect to such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectivelyall at its own expense.

Option Exercise. Upon AstraZeneca AbbVie may, in its sole discretion, exercise the Option at any time prior to the expiration of the Option Exercise Period, subject to Section 4.3 (a) HSR), by providing written notice of such to Moderna in writing which Product Candidate is being selected by AstraZeneca Licensor (“Option Exercise Notice”). Promptly following the Option Exercise Data Package Trigger Event, Licensor shall provide AbbVie with the Option Exercise Data Package, an updated disclosure schedule with respect to Licensor’s representations and warranties, to be set forth on Schedule 4.2 (Option Exercise Disclosure Schedule) and an Optioned updated list of Licensor Product Candidate hereunder Patents that are Existing Patents. Following AbbVie’s receipt of the Option Exercise Data Package until the expiration of the Option Exercise Period, AbbVie shall have the opportunity to review and inspect the Option Exercise Data Package, request access to all Information generated in the performance of the activities set forth in the Development Plan (along with all associated Development Pool Candidateswhich Licensor shall provide to AbbVie as soon as possible following such request), and identifying to ask questions of and receive timely answers from Licensor related thereto; provided, however, that Licensor shall not be obligated to provide access to any Information that would (A) result in the applicable Product Candidate and Development Polypeptide and the applicable AstraZeneca Field (“AstraZeneca Option Notice”), and (b) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of such Product Candidate and the other items specified thereon, an Option will be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] of receipt thereof, the Parties will discuss Moderna’s objections. If Moderna fails to properly object to such AstraZeneca Option Notice in writing within [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selected. A separate AstraZeneca Option Notice and payment loss of the Initial A&R OPTION AGREEMENT Payment will be required for each Development Polypeptide and the first Product Candidate with respect thereto optioned protection of any attorney-client privilege held by AstraZeneca pursuant to this Section 6.6Licensor or (B) violate any Applicable Law. If AstraZeneca does not issue an AstraZeneca Option Notice and pay the Initial Payment with respect to a Product Candidate [***] a Development Polypeptide If, during the Option Exercise Period, AbbVie provides written notice to Licensor that it does not believe the Option Exercise Data Package provided contains the required information then (a) the Option Exercise Period for shall be tolled, (b) Licensor shall provide to AbbVie an updated Option Exercise Data Package containing the required information as promptly as practicable, and (c) the Option Exercise Period shall commence following the date of delivery of the updated Option Exercise Data Package containing the required information; provided that if Licensor in good faith believes that the Option Exercise Data Package is complete after the first extension, then the dispute shall be [†]. If the resolution of such Development Polypeptidedispute is that the Option Exercise Data Package is complete, the right Option Exercise Data Package shall be deemed to exercise an Option and other rights granted to AstraZeneca under this A&R Option Agreement be complete, and the other Transaction Agreements with respect to Option Exercise Period shall expire on the later of: (i) the expiration date of the original Option Exercise Period, as tolled under clause (a) above, and (ii) [†] following the date that the Parties receive written notice of such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectivelydecision.

Option Exercise. Upon AstraZeneca (a) providing notice to Moderna in writing which Product Candidate is being selected by AstraZeneca to be an Optioned Product Candidate hereunder (along with all associated Development Pool Candidates), and identifying the applicable Product Candidate and Development Polypeptide and the applicable AstraZeneca Field (““ AstraZeneca Option Notice”), and (b) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of such Product Candidate and the other items specified thereon, an Option will be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] of receipt thereof, the Parties will discuss Moderna’s objections. If Moderna fails to properly object to such AstraZeneca Option Notice in writing within [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selected. A separate AstraZeneca Option Notice and payment of the Initial A&R OPTION AGREEMENT Payment will be required for each Development Polypeptide and the first Product Candidate with respect thereto optioned by AstraZeneca pursuant to this Section 6.6. If AstraZeneca does not issue an AstraZeneca Option Notice and pay the Initial Payment with respect to a Product Candidate [***] a Development Polypeptide during the Option Exercise Period for such Development Polypeptide, the right to exercise an Option and other rights granted to AstraZeneca under this A&R Option Agreement and the other Transaction Agreements with respect to such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectively.