Pre-Option Exercise Clause Samples

Pre-Option Exercise. Prior to an Option Exercise Date, Voyager shall have the sole and exclusive right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Third Party’s activities concerning any Competitive Infringement that infringes or misappropriates any Voyager Technology or Voyager Collaboration Technology anywhere in the world, including (a) initiating or prosecuting an Infringement Action, or (b) subject to the terms and conditions of this Agreement, granting adequate rights and licenses necessary for continued activities, including development, Manufacture or Commercialization, concerning any Competitive Infringement anywhere in the world to any Third Party who at any time has infringed or misappropriated, or is suspected of infringing or misappropriated, any Voyager Technology, Voyager Collaboration Technology or Joint Collaboration Technology anywhere in the world. Prior to an Option Exercise Date, Voyager also have the sole and exclusive right, but not the obligation, to defend any Challenge Action in the Genzyme Territory with respect to the Voyager Technology or Voyager Collaboration Technology.
View SourceView Similar (4)
Pre-Option Exercise. Included in each Program Plan will be the Parties’ expectations for Manufacturing activities and supply of Discovery Material during the applicable Program Term. MTEM will use reasonable commercial efforts to ensure timely supply to Takeda of such quantities of Discovery Material as are necessary to accomplish the goals of the Program.
View SourceView Similar (2)
Pre-Option Exercise. Subject to Section 7.3.1(b), as between the Parties, Jounce shall have the first right (but not the obligation) to Prosecute and Maintain the Jounce Patents, including Collaboration Patents, which are Controlled by Jounce (which, for clarity, shall never include any of the Patents licensed to Jounce pursuant to Section 7.1.1(b)(i)). Jounce shall keep Celgene informed as to material developments with respect to the Prosecution and Maintenance of such Patents. Jounce shall provide or make reasonably available to Celgene copies of all substantive office actions or any other substantive documents that Jounce receives from any patent office, including notice of all interferences, reissues, re-examinations, inter partes, review, post grant proceedings, oppositions or requests for patent term extensions. Jounce shall also provide Celgene with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such Patents prior to taking any material actions (including the filing of initial applications), and will in good faith consider any comments made by and actions recommended by Celgene, provided however that Celgene does so promptly and consistent with any applicable filing deadlines. [***].
View SourceView Similar (2)
Pre-Option Exercise. Prior to the Amgen Option Effective Date (and thereafter with respect to the foreign counterparts to Collaboration Patent Rights outside the Territory), CK shall have the sole right, but not the obligation, to bring and control the enforcement and defense of the Collaboration Patent Rights, including the right to settle related claims and actions, at its own cost and expense and using counsel of its choice, in consultation with Amgen and the Patent Subcommittee and subject to any decisions of the Patent Subcommittee. Amgen shall reasonably cooperate, as requested by CK, with respect to such enforcement and defense actions, and CK shall reimburse Amgen [***] costs incurred in connection therewith. CK shall keep Amgen and the Patent Subcommittee informed of the progress of any such enforcement action. Without limiting the foregoing, CK shall keep Amgen advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Amgen copies of and an opportunity to review and comment on any such communications, filings and submissions. CK shall not [***] without Amgen’s prior written consent, not to be unreasonably withheld or delayed.
View Source
Pre-Option Exercise. On an Option Target-by-Option Target basis, prior to the License Option Effective Date for such Option Target, neither Party will [**].
View Source
Pre-Option Exercise. During the Research Collaboration Term prior to the exercise of the Option:
View Source
Pre-Option Exercise. On a Program-by-Program basis (excluding the [***] Umbrella Program and the RSPO Umbrella Program), OncoMed may elect to exercise its right to opt-out of the co-Development and co-Commercialization of the applicable Product Candidates for such Program pursuant to this Agreement by providing written notice to Celgene at any time prior to the expiration of the applicable Option Term. In the event OncoMed provides Celgene with such notice, if Celgene exercises its Option for such Program, then the Parties shall enter into a License Agreement, rather than a Co-Development and Co-Commercialization Agreement, as set forth in the provisos in Sections 3.1.1(a) through 3.1.1(d), inclusive.
View Source
Pre-Option Exercise. With respect to development activities under a given Collaboration Plan incurred prior to the exercise of the Roche Antigen Option or Roche TCL Option for such Collaboration Plan, or, with respect to a Roche Product, prior to initiation of a Phase II Study for such Roche Product, the Development Costs (including but not limited to GLP Toxicology, if applicable, or selection of the final Product composition that will be used to complete the final preclinical studies for the IND submission, IND, Phase I Study/Clinical PoC study) incurred in conducting development activities for each such Antigen Product and TCL Product in accordance with the applicable Collaboration Plan shall be shared as follows: Collaboration Product: SQZ/Roche [********] SQZ Product: SQZ/Roche [********] Roche Product: SQZ/Roche [********] TCL Product: SQZ/Roche [********] [********]. For the avoidance of doubt, FBMC for Phase I Studies and Clinical PoC studies shall be considered Development Costs and subject to the applicable sharing of such Development Costs.
View Source

Related to Pre-Option Exercise

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:

  • Method of Option Exercise A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .