Common use of Procedures for Selection of Non-Exclusive Option Fields Clause in Contracts

Procedures for Selection of Non-Exclusive Option Fields. Prior to the designation of any Disease as a Non-Exclusive Option Field hereunder, Genocea shall deliver a written notice to Isconova stating the Disease (the “Non-Exclusive Option Field Candidate”) that Genocea has chosen to designate as an Option Field (the “Non-Exclusive Option Field Selection Request”). Within twenty (20) Business Days of Isconova’s receipt of an Non-Exclusive Option Field Selection Request, Isconova shall notify Genocea if Isconova, at the time of Isconova’s receipt of such request, (i) Isconova had already granted to a Third Party an exclusive license under the Licensed Technology for the development or commercialization of a vaccine product for the prevention, treatment or modulation in humans of the Disease set forth in the Non-Exclusive Field Option Field Selection Request or (ii) Isconova has agreed with a Third Party on the material terms for the grant of a license described in clause (i). Genocea acknowledges that Isconova may be under duty of confidentiality not to disclose the identity of such Third Party. If Isconova notifies Genocea within such time period that the events in either clause (i) or (ii) of this Section apply, the Non-Exclusive Option Field Selection Request shall be deemed rightfully denied by Isconova and the Non-Exclusive Option Field Candidate will not become a Non-Exclusive Option Field. If any Non-Exclusive Option Field Selection Request is rightfully denied by Isconova, Genocea shall have the right to nominate any other Non-Exclusive Option Field Candidate. For the avoidance of doubt, Isconova can only deny a Non-Exclusive Option Field Selection Request if the events in either clause (i) or (ii) of this Section apply. If Isconova either (i) does not respond to a Non-Exclusive Option Field Selection Request within twenty (20) Business Days of receipt or (ii) notifies Genocea that the events set forth in clause (i) or (ii) of Section 2.1.3(a) do not apply, the Non-Exclusive Option Field Candidate referenced in the Non-Exclusive Option Field Selection Request shall automatically become designated as a Non-Exclusive Option Field (and therefore, a Non-Exclusive Disease Field) under this Agreement as of the earlier of: (i) the date Genocea receives such notice from Isconova or (ii) twenty (20) Business Days after Isconova’s receipt of the Non-Exclusive Option Field Selection Request.

Procedures for Selection of Non-Exclusive Option Fields. Prior to the designation of any Disease as a Non-Exclusive Option Field hereunder, Genocea shall deliver a written notice to Isconova stating the Disease (the “Non-Exclusive Option Field Candidate”) that Genocea has chosen to designate as an Option Field (the “Non-Exclusive Option Field Selection Request”). Within twenty (20) Business Days of Isconova’s receipt of an Non-Exclusive Option Field Selection Request, Isconova shall notify Genocea if Isconova, at the time of Isconova’s receipt of such request, (i) Isconova had already granted to a Third Party an exclusive license under the Licensed Technology for the development or commercialization of a vaccine product for the prevention, treatment or modulation in humans of the Disease set forth in the Non-Exclusive Field Option Field Selection Request or (ii) Isconova has agreed with a Third Party on the material terms for the grant of a license described in clause (i). Genocea acknowledges that Isconova may be under duty of confidentiality not to disclose the identity of such Third Party. If Isconova notifies Genocea within such time period that the events in either clause (i) or (ii) of this Section apply, the Non-Exclusive Option Field Selection Request shall be deemed rightfully denied by Isconova and the Non-Exclusive Option Field Candidate will not become a Non-Exclusive Option Field. If any Non-Exclusive Option Field Selection Request is rightfully denied by Isconova, Genocea shall have the right to nominate any other Non-Exclusive Option Field Candidate. For the avoidance of doubt, Isconova can only deny a Non-Exclusive Option Field Selection Request if the events in either clause (i) or (ii) of this Section apply. If Isconova either (i) does not respond to a Non-Exclusive Option Field Selection Request within twenty (20) Business Days of receipt or (ii) notifies Genocea that the events set forth in clause (i) or (ii) of Section 2.1.3(a) do not apply, the Non-Exclusive Option Field Candidate referenced in the Non-Exclusive NonExclusive Option Field Selection Request shall automatically become designated as a Non-Exclusive Option Field (and therefore, a Non-Exclusive Disease Field) under this Agreement as of the earlier of: (i) the date Genocea receives such notice from Isconova or (ii) twenty (20) Business Days after Isconova’s receipt of the Non-Exclusive Option Field Selection Request.