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

Procedures for Selection of Time-Limited Exclusive Option Fields. Prior to the designation of any Disease as a Time-Limited Exclusive Field hereunder, Genocea shall deliver a written notice to Isconova stating the Disease (the “Time-Limited Exclusive Option Field Candidate”) that Genocea has chosen to designate as a Time-Limited Exclusive Option Field (the “Time-Limited Exclusive Option Field Selection Request”). Within twenty (20) Business Days of Isconova’s receipt of a Time-Limited Exclusive Option Field Selection Request, Isconova shall notify Genocea if the said Time-Limited Exclusive Option Field Candidate is not available to license to Genocea for Legitimate Business Reasons, as defined in the next sentence, which notice shall describe the Legitimate Business Reason that such Time-Limited Exclusive Option Field Candidate is not available. The Parties agree that Isconova shall be entitled to deny a Time-Limited Exclusive Option Field Candidate only under the following circumstances: (i) if Isconova had already granted to a Third Party a 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 Time-Limited Exclusive Option Field Selection Request; (ii) if Isconova has agreed with a Third Party on the material terms for the grant of a license described in clause (i); or (iii) if Isconova has commenced bona fide practical and demonstrable development work using the Licensed Technology for such Disease against a written development plan or other documentation for such purpose (the foregoing, collectively, the “Legitimate Business Reasons”). Genocea acknowledges that Isconova may be under duty of confidentiality not to disclose the identity of such Third Party. Upon ten (10) Business Days’ prior written notice by Genocea, Isconova shall permit an independent auditor appointed by Genocea, at Genocea’s expense, to have access during normal business hours and no more than once a year to such records as may be reasonably necessary to verify Isconova’s determination that Time-Limited Exclusive Option Field Candidate is not available for a Legitimate Business Reason. The auditor shall execute a non-disclosure agreement with Isconova’s to treat all information it receives during its inspection in confidence. The auditor shall disclose to Genocea only whether Isconova had a Legitimate Business Reason to refuse to accept the Time-Limited Exclusive Option Field Candidate. No other information shall be shared by the auditor without the prior consent of Isconova unless disclosure is required by law. If Isconova notifies Genocea within such 20-Business Day period that the Time-Limited Exclusive Option Field Candidate is not available, the Time-Limited Exclusive Option Field Selection Request shall be deemed rightfully denied by Isconova (subject to Genocea’s right to have such determination audited in accordance with the preceding paragraph), and the Time-Limited Exclusive Option Field Candidate will not become a Time-Limited Exclusive Option Field. If any Time-Limited Exclusive Option Field Selection Request is rightfully denied by Isconova, Genocea shall have the right to nominate any other Time-Limited Exclusive Option Field Candidate. If Isconova either (i) does not respond to a Time-Limited Exclusive Option Field Selection Request within twenty (20) Business Days of receipt or (ii) notifies Genocea that there is not a Legitimate Business Reason to deny the Time-Limited Exclusive Option Field Candidate, the Time-Limited Exclusive Option Field Candidate referenced in the Time-Limited Exclusive Option Field Selection Request shall automatically become designated as a Time-Limited Exclusive Option Field (and therefore, a Time-Limited 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 Time-Limited Exclusive Option Field Selection Request (the “Time-Limited Exclusive Field Date”).

Procedures for Selection of Time-Limited Exclusive Option Fields. Prior to the designation of any Disease as a Time-Limited Exclusive Field hereunder, Genocea shall deliver a written notice to Isconova stating the Disease (the “Time-Time- Limited Exclusive Option Field Candidate”) that Genocea has chosen to designate as a Time-Limited Exclusive Option Field (the “Time-Limited Exclusive Option Field Selection Request”). Within twenty (20) Business Days of Isconova’s receipt of a Time-Limited Exclusive Option Field Selection Request, Isconova shall notify Genocea if the said Time-Limited Exclusive Option Field Candidate is not available to license to Genocea for Legitimate Business Reasons, as defined in the next sentence, which notice shall describe the Legitimate Business Reason that such Time-Limited Exclusive Option Field Candidate is not available. The Parties agree that Isconova shall be entitled to deny a Time-Limited Exclusive Option Field Candidate only under the following circumstances: (i) if Isconova had already granted to a Third Party a 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 Time-Limited Exclusive Option Field Selection Request; (ii) if Isconova has agreed with a Third Party on the material terms for the grant of a license described in clause (i); or (iii) if Isconova has commenced bona fide practical and demonstrable development work using the Licensed Technology for such Disease against a written development plan or other documentation for such purpose (the foregoing, collectively, the “Legitimate Business Reasons”). Genocea acknowledges that Isconova may be under duty of confidentiality not to disclose the identity of such Third Party. Upon ten (10) Business Days’ prior written notice by Genocea, Isconova shall permit an independent auditor appointed by Genocea, at Genocea’s expense, to have access during normal business hours and no more than once a year to such records as may be reasonably necessary to verify Isconova’s determination that Time-Limited Exclusive Option Field Candidate is not available for a Legitimate Business Reason. The auditor shall execute a non-disclosure agreement with Isconova’s to treat all information it receives during its inspection in confidence. The auditor shall disclose to Genocea only whether Isconova had a Legitimate Business Reason to refuse to accept the Time-Limited Exclusive Option Field Candidate. No other information shall be shared by the auditor without the prior consent of Isconova unless disclosure is required by law. If Isconova notifies Genocea within such 20-Business Day period that the Time-Limited Exclusive Option Field Candidate is not available, the Time-Limited Exclusive Option Field Selection Request shall be deemed rightfully denied by Isconova (subject to Genocea’s right to have such determination audited in accordance with the preceding paragraph), and the Time-Limited Exclusive Option Field Candidate will not become a Time-Limited Exclusive Option Field. If any Time-Limited Exclusive Option Field Selection Request is rightfully denied by Isconova, Genocea shall have the right to nominate any other Time-Limited Exclusive Option Field Candidate. If Isconova either (i) does not respond to a Time-Limited Exclusive Option Field Selection Request within twenty (20) Business Days of receipt or (ii) notifies Genocea that there is not a Legitimate Business Reason to deny the Time-Limited Exclusive Option Field Candidate, the Time-Limited Exclusive Option Field Candidate referenced in the Time-Limited Exclusive Option Field Selection Request shall automatically become designated as a Time-Limited Exclusive Option Field (and therefore, a Time-Limited 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 Time-Limited Exclusive Option Field Selection Request (the “Time-Limited Exclusive Field Date”).