Common use of Option Notice Clause in Contracts

Option Notice. Parent shall not assume any Company Options issued under the Company’s 1997 Stock Plan (the “Company Option Plan”), or any other options, warrants or other rights to acquire Company Common Stock or Company Preferred Stock. No later than eighteen (18) days prior to the Closing Date, the Company shall send a notice (the “Option Notice”) to all holders of Company Options, pursuant to Section 12(c) of the Company Option Plan, which notice shall notify such holders that (A) Parent and the Surviving Corporation shall not be assuming or substituting for any Company Options following the Effective Time, (B) all unvested Company Options shall become vested and immediately exercisable, (C) all unexercised Company Options shall terminate on the fifteenth (15th) day following the date of such Option Notice, with such fifteen day period being referred to herein as the “Option Termination Period”, and (D) that any holder of Company Options that are not exercised prior to the end of the Option Termination Period and are terminated in accordance with the terms of the Option Notice shall be entitled to payment as provided in clause (ii) below. It is agreed and understood that for all purposes of this Agreement the parties will not treat as exercised (and will instead treat as outstanding unexercised Company Options) any Company Option that the holder has purported to exercise unless prior to the Effective Time (x) the holder of the Company Option has fully complied with the conditions to such exercise and the holder’s obligations with respect to such exercise as set out in the Company Option Plan, if applicable, and the applicable Company Option documentation (including without limitation by paying in full the applicable purchase price for the shares subject to that Company Option and any applicable amounts required to be paid in respect of withholding obligations under the Company Option Plan and applicable law), (y) the Company has issued a valid certificate for the shares of Company Common Stock purchased upon exercise of that Company Option, as determined by Parent in its reasonable discretion, and (z) such shares are reflected as being outstanding on the Capitalization and Closing Payment Certificate. The Option Notice shall include specific procedures, mutually acceptable to Parent and the Company, to facilitate the exercise of Company Options as of the Effective Time.

Option Notice. Parent shall not assume any Company Options issued under the Company’s 1997 Stock Plan (the “Company Option Plan”), as defined in Section 2.05) or any other options, warrants or other rights to acquire Company Common Stock or Company Preferred Stock. No later than eighteen (18) days prior to Promptly after the Closing Datedate of this Agreement, the Company shall send a notice (the “Option Notice”) to all holders of Company Options, pursuant to in accordance with the applicable Stock Plans (as defined in Section 12(c) of the Company Option Plan3.04(b)), which notice shall notify such holders (a) of the execution and delivery of this Agreement, (b) that (A) Parent and the Surviving Corporation shall not be assuming or substituting for any Company Options following the Effective Time, (Bc) that all unvested Company Options shall become vested and immediately exercisableexercisable upon receipt of the Stockholder Approval (as defined in Section 3.16), (Cd) that all unexercised Company Options that are not exercised on or before the Option Exercise Date shall terminate on the fifteenth (15th) day following the date be cancelled as of such Option Notice, with such fifteen day period being referred to herein as the “Option Termination Period”date, and (De) that any holder of Company Options that which are not exercised prior to the end of the Option Termination Period Exercise Date and are terminated cancelled in accordance with the terms of the Option Notice shall be entitled to the payment as provided in clause (ii) belowSection 2.05. It is agreed and understood that for all purposes of this Agreement the parties will not treat as exercised (and will instead treat as outstanding unexercised Company Options) any Company Option that the holder has purported to exercise exercise, unless prior to the Effective Time Option Exercise Date (xi) the holder of the Company Option has fully complied with the conditions to such exercise and the holder’s obligations with respect to such exercise as set out in the Company Option applicable Stock Plan, if applicable, the Option Notice and the applicable Company Option documentation (including without limitation by paying in full the applicable purchase price for the shares subject to that Company Option and any applicable amounts required to be paid in respect of withholding obligations under the Company Option applicable Stock Plan and applicable law), (yii) the Company has issued a valid certificate for the shares of Company Common Stock purchased upon exercise of that Company Option, as determined by Parent in its reasonable discretion, and (ziii) such shares are reflected as being outstanding on the Capitalization and Closing Payment Certificate. The Option Notice shall include specific procedures, mutually acceptable to Parent and the Company, to facilitate the exercise of Company Options as of the Effective TimeOption Exercise Date.

Option Notice. Parent a. If at any time during the Option Period Tenant desires to lease the Option Property, Tenant shall provide Landlord with not less than thirty (30) days’ prior written notice of such intention. As of both the date Tenant exercises the Option and the Closing Date (as hereinafter defined), Tenant shall be in compliance with the following conditions: (i)(A) Tenant shall not assume be in default under any Company Options issued Public Financing (as defined in the Acquisition Agreement), and (B) there is no monetary Event of Default by Tenant under the Company’s 1997 Stock Plan (the “Company Option Plan”), Lease Agreement and no monetary event of default by Tenant or U.O. LLC under any other options, warrants or other rights obligation to acquire Company Common Stock or Company Preferred Stock. No later than eighteen (18) days prior Landlord and/or Philadelphia Industrial Development Corporation pursuant to the Closing DateAcquisition Agreement that is continuing, in the Company shall send a notice (the “Option Notice”) to all holders instance of Company Options, pursuant to Section 12(c) of the Company Option Plan, which notice shall notify such holders that (A) Parent and or (B), as the Surviving Corporation shall not be assuming case may be, beyond expiration of any applicable notice, grace or substituting for any Company Options following the Effective Timecure periods, (Bii) all unvested Company Options shall become vested the then current intention of Tenant or an Affiliate to thereafter use and immediately exercisableoccupy the Option Property for Urban’s Use (as such term is defined in the Acquisition Agreement) (as evidenced by a projected fit-out and occupancy schedule prepared by Tenant or an Affiliate and delivered to Landlord); and (iii) Tenant or an Affiliate is not in breach of the occupancy covenant contained in Section 9.2.3 of the Acquisition Agreement as to the buildings commonly known as Xxxxxxxx 0, (C) all unexercised Company Options shall terminate on the fifteenth (15th) day following the date of such Option NoticeXxxxxxxx 00, with such fifteen day period being referred to herein as the “Option Termination Period”Xxxxxxxx 00, and (D) that Building 543 beyond the expiration of any holder of Company Options that are not exercised prior to applicable notice, grace or cure periods provided by the end Acquisition Agreement. b. Upon valid exercise of the Option Termination Period and are terminated by Tenant in accordance with the terms provisions of this Agreement, Tenant and Landlord shall both be bound under the Option Notice Lease Agreement without any further action by the other party. The Lease Agreement shall be entitled to payment as provided in clause (ii) below. It is agreed effective and understood that for all purposes of this Agreement the parties will not treat as exercised (and will instead treat as outstanding unexercised Company Options) any Company Option that the holder has purported to exercise unless prior to the Effective Time (x) the holder of the Company Option has fully complied with the conditions to such exercise and the holder’s obligations with respect to such exercise as set out in the Company Option Plan, if applicable, and the applicable Company Option documentation (including without limitation by paying in full the applicable purchase price for the shares subject to that Company Option and any applicable amounts required shall be deemed to be paid in respect of withholding obligations under the Company Option Plan and applicable law), (y) the Company has issued a valid certificate for the shares of Company Common Stock purchased upon exercise of that Company Option, as determined by Parent in its reasonable discretion, and (z) such shares are reflected as being outstanding on the Capitalization and Closing Payment Certificate. The Option Notice shall include specific procedures, mutually acceptable to Parent and the Company, to facilitate the exercise of Company Options dated as of the Effective Timedate the Option is so exercised. c. Additionally, if Tenant desires at any time to terminate this Agreement, Tenant shall provide Landlord with written notice of such intention and any recorded Memorandum of Option to Lease shall be null and void. The parties hereto agree to execute and record a Termination of Memorandum of Option to Lease if requested.

Option Notice. Parent shall not assume any Company Options issued under On a Licensed Product-by-Licensed Product basis, at least [*]prior to the Company’s 1997 Stock anticipated date of Initiation of the first Pivotal Study for such Licensed Product (as such date of Initiation is set forth in the draft Cost Share Development Plan (provided pursuant to this Section 6.2 or otherwise determined by the JSC, each an “Company Option PlanAnticipated Pivotal Study Date”), Astellas shall provide to Sutro, to the extent not already in Sutro’s possession (a) all material clinical data to be included in the clinical study report (CSR) for all Clinical Trials conducted prior to initiation of the first Pivotal Study in the form then available, (b) all material preclinical data as well as all material data related to Development work conducted on such Licensed Product, (c) documentation of all substantive interactions with Regulatory Authorities as well as Regulatory Materials (e.g. the IND) for such Licensed Product, and (d) a U.S. development plan describing the overall plan for the Development of Licensed Compounds and Licensed Products in the United States, including all Clinical Trials intended to support Regulatory Approval from the FDA for such Licensed Product that would be Initiated following Sutro’s exercise of a Cost Share Option (if it were to do so), and related budget detailing the fully burdened cost for conducting such Clinical Trials and other Development activities (including for (i) Global Trials and (ii) global activities or any activities outside the United States (other optionsthan Global Trials) that are reasonably allocable to Development in the United States), warrants or other rights to acquire Company Common Stock or Company Preferred Stockincluding a regulatory strategy for obtaining marketing approval from the FDA for the Licensed Product (each a “Cost Share Development Plan” and each corresponding budget, the “Cost Share Development Budget”). No later than eighteen (18) days The Parties shall in good faith discuss such initial Cost Share Development Plan and Cost Share Development Budget through the JSC and the Parties shall discuss and, prior to the Closing Option Effective Date, agree in writing (and outside the Company purview of JSC discussions) upon [*]. If the Parties cannot reach agreement on such FTE Rates, then the dispute shall send a notice be resolved in accordance with Section 15.4(c). Sutro may, in its sole discretion, exercise the Cost Share Option and, in connection with the exercise of such Cost Share Option, exercise the CoPro Option, for such Licensed Product, provided that in each case it must do so by notifying Astellas in writing of such option exercise at least [*]before the Anticipated Pivotal Study Date for the applicable Licensed Product (the “Option Notice”) to all holders of Company Options, pursuant to Section 12(c) of the Company Option Plan, which notice shall notify such holders that (A) Parent and the Surviving Corporation shall not be assuming or substituting for any Company Options following the Effective Time, (B) all unvested Company Options shall become vested and immediately exercisable, (C) all unexercised Company Options shall terminate on the fifteenth (15th) day following the date of such Option Notice, with such fifteen day period being referred to herein as notice the “Option Termination PeriodEffective Date”). For clarity, (A) the CoPro Option for a Licensed Product cannot be exercised unless the Cost Share Option has been exercised for such Licensed Product and (DB) that any holder of Company Options that are if Sutro has not exercised prior to its Cost Share Option by written notice [*]before the end of the Anticipated Pivotal Study Date for a Licensed Product, such Cost Share Option Termination Period and are terminated in accordance with the terms of the Option Notice shall be entitled to payment as provided in clause (ii) below. It is agreed and understood that for all purposes of this Agreement the parties will not treat as exercised (and will instead treat as outstanding unexercised Company Optionsthe corresponding CoPro Option) any Company Option that the holder has purported to exercise unless prior to the Effective Time (x) the holder of the Company Option has fully complied with the conditions to such exercise and the holder’s obligations with respect to such exercise as set out in the Company Option Plan, if applicable, and the applicable Company Option documentation (including without limitation by paying in full the applicable purchase price for the shares subject to that Company Option and any applicable amounts required to be paid in respect of withholding obligations under the Company Option Plan and applicable law), (y) the Company has issued a valid certificate for the shares of Company Common Stock purchased upon exercise of that Company Option, as determined by Parent in its reasonable discretion, and (z) such shares are reflected as being outstanding on the Capitalization and Closing Payment Certificate. The Option Notice shall include specific procedures, mutually acceptable to Parent and the Company, to facilitate the exercise of Company Options as of the Effective Timeterminate.