Phase 1 Option Exercise Fee Clause Samples

Phase 1 Option Exercise Fee. Subject to Section 3.2, in the event that Celgene exercises (in its discretion) its Phase 1 Option for a given Program, the Parties shall enter into the Global License Agreement for such Program in accordance with Section 3.1.3(b). In such case, Celgene shall, within [***] ([***]) days after the effective date of the Global License Agreement for such Program, pay to Prothena a non-refundable payment (except as otherwise set forth in Section 3.2.5) in the amount of the Phase 1 Option Exercise Fee for such Program. For the avoidance of doubt, in the event that Celgene exercises (in its discretion) its Phase 1 Option for a given Program, Celgene shall only be obligated to pay the Phase 1 Option Exercise Fee one (1) time for such Program regardless of the number of Collaboration Candidates, Lead Candidates or Development Candidates under such Program. As used herein, the term “Phase 1 Option Exercise Fee” shall mean, for a given Program, an amount equal to Fifty-Five Million Dollars ($55,000,000).