Common use of Product Options Clause in Contracts

Product Options. 4.1.1 ChemoCentryx hereby grants to GSK the exclusive right, exercisable at GSK’s sole discretion, to elect to obtain exclusive worldwide rights to continue to develop and commercialize at least four (4) and no more than six (6) Option Compounds (and their associated Back-up Compounds) as set forth below in Section 4.3, as Product Candidates and into Licensed Products under the terms and conditions set forth in this Agreement (each such right to elect, a “Product Option”). Each such Option Compound together with its associated Backup Compounds are collectively referred to as one set of Progressed Compounds, all of which are included within and subject to a single Product Option exercise. For clarity, the exercise by GSK *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of a Product Option with respect to a given set of Progressed Compounds shall be specific to that particular set of Progressed Compounds only and results in the grant to GSK of the exclusive, worldwide and sublicenseable right and license to Develop and commercialize any Product Candidates or Licensed Products based upon or which incorporate any of such Progressed Compounds. Any additional Collaboration Compounds that are developed subsequently (or in tandem) by ChemoCentryx against the same Collaboration Target (other than the associated Backup Compounds to a given Option Compound) and which progress to become an Option Compound shall be the subject of a separate and distinct Product Option and exercise of the same by GSK. 4.1.2 Upon exercise of a Product Option, GSK shall also have the exclusive worldwide license to develop and commercialize the two (2) Back-up Compounds associated with such Option Compound and selected by the JSC (or Backup Compounds that are otherwise selected by GSK) as set forth in Section 3.6.2 which two (2) Backup Compounds shall be included in the set of Progressed Compounds which are the subject of the same Product Option. Following exercise of its Product Option with respect to an Option Compound, GSK may, in its sole discretion, substitute any one of the two Back-up Compounds for the Option Compound as the selected Product Candidate, or where the Option Compound is successful as a Product Candidate, may in addition, at GSK’s sole discretion, develop and commercialize either or both of its two (2) associated Back-up Compounds, subject to GSK’s obligations under this Agreement. 4.1.3 During the Research Term and any Early Development Program Term, ChemoCentryx will not grant to any Third Party rights to any ChemoCentryx Technology which are inconsistent with or which would interfere with the grant of the licenses resulting from the exercise of the Product Options to GSK hereunder. For the avoidance of doubt, the Parties understand and agree that GSK’s Product Option rights, as described herein, shall be exclusive options over the Progressed Compounds that are the subject of a given Early Development Program, and unless and until such time (if any) as GSK declines to exercise or permits to lapse all of its pending or outstanding Product Option rights with respect to any such Early Development Programs, ChemoCentryx shall not have the right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license or other encumbrance of any kind in or to any of such Progressed Compounds or any related ChemoCentryx Technology. Subject to Section 5.7, any Product Option exercised by GSK with respect to an Option Compound shall be irrevocable.

Product Options. 4.1.1 ChemoCentryx hereby grants to GSK the exclusive right, exercisable at GSK’s sole discretion, to elect to obtain exclusive worldwide rights to continue to develop and commercialize at least four (4) and no more than six (6) Option Compounds (and their associated Back-up Compounds) as set forth below in Section 4.3, as Product Candidates and into Licensed Products under the terms and conditions set forth in this Agreement (each such right to elect, a “Product Option”). Each such Option Compound together with its associated Backup Compounds are collectively referred to as one set of Progressed Compounds, all of which are included within and subject to a single Product Option exercise. For clarity, the exercise by GSK *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -41- of a Product Option with respect to a given set of Progressed Compounds shall be specific to that particular set of Progressed Compounds only and results in the grant to GSK of the exclusive, worldwide and sublicenseable right and license to Develop and commercialize any Product Candidates or Licensed Products based upon or which incorporate any of such Progressed Compounds. Any additional Collaboration Compounds that are developed subsequently (or in tandem) by ChemoCentryx against the same Collaboration Target (other than the associated Backup Compounds to a given Option Compound) and which progress to become an Option Compound shall be the subject of a separate and distinct Product Option and exercise of the same by GSK. 4.1.2 Upon exercise of a Product Option, GSK shall also have the exclusive worldwide license to develop and commercialize the two (2) Back-up Compounds associated with such Option Compound and selected by the JSC (or Backup Compounds that are otherwise selected by GSK) as set forth in Section 3.6.2 which two (2) Backup Compounds shall be included in the set of Progressed Compounds which are the subject of the same Product Option. Following exercise of its Product Option with respect to an Option Compound, GSK may, in its sole discretion, substitute any one of the two Back-up Compounds for the Option Compound as the selected Product Candidate, or where the Option Compound is successful as a Product Candidate, may in addition, at GSK’s sole discretion, develop and commercialize either or both of its two (2) associated Back-up Compounds, subject to GSK’s obligations under this Agreement. 4.1.3 During the Research Term and any Early Development Program Term, ChemoCentryx will not grant to any Third Party rights to any ChemoCentryx Technology which are inconsistent with or which would interfere with the grant of the licenses resulting from the exercise of the Product Options to GSK hereunder. For the avoidance of doubt, the Parties understand and agree that GSK’s Product Option rights, as described herein, shall be exclusive options over the Progressed Compounds that are the subject of a given Early Development Program, and unless and until such time (if any) as GSK declines to exercise or permits to lapse all of its pending or outstanding Product Option rights with respect to any such Early Development Programs, ChemoCentryx shall not have the right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license or other encumbrance of any kind in or to any of such Progressed Compounds or any related ChemoCentryx Technology. Subject to Section 5.7, any Product Option exercised by GSK with respect to an Option Compound shall be irrevocable.

Product Options. 4.1.1 ChemoCentryx hereby grants to GSK the exclusive right, exercisable at GSK’s sole discretion, to elect to obtain exclusive worldwide rights to continue to develop and commercialize at least four (4) and no more than six (6) Option Compounds (and their associated Back-up Compounds) as set forth below in Section 4.3, as Product Candidates and into Licensed Products under the terms and conditions set forth in this Agreement (each such right to elect, a “Product Option”). Each such Option Compound together with its associated Backup Compounds are collectively referred to as one set of Progressed Compounds, all of which are included within and subject to a single Product Option exercise. For clarity, the exercise by GSK *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of a Product Option with respect to a given set of Progressed Compounds shall be specific to that particular set of Progressed Compounds only and results in the grant to GSK of the exclusive, worldwide and sublicenseable right and license to Develop and commercialize any Product Candidates or Licensed Products based upon or which incorporate any of such Progressed Compounds. Any additional Collaboration Compounds that are developed subsequently (or in tandem) by ChemoCentryx against the same Collaboration Target (other than the associated Backup Compounds to a given Option Compound) and which progress to become an Option Compound shall be the subject of a separate and distinct Product Option and exercise of the same by GSK. 4.1.2 Upon exercise of a Product Option, GSK shall also have the exclusive worldwide license to develop and commercialize the two (2) Back-up Compounds associated with such Option Compound and selected by the JSC (or Backup Compounds that are otherwise selected by GSK) as set forth in Section 3.6.2 which two (2) Backup Compounds shall be included in the set of Progressed Compounds which are the subject of the same Product Option. Following exercise of its Product Option with respect to an Option Compound, GSK may, in its sole discretion, substitute any one of the two Back-up Compounds for the Option Compound as the selected Product Candidate, or where the Option Compound is successful as a Product Candidate, may in addition, at GSK’s sole discretion, develop and commercialize either or both of its two (2) associated Back-up Compounds, subject to GSK’s obligations under this Agreement. 4.1.3 During the Research Term and any Early Development Program Term, ChemoCentryx will not grant to any Third Party rights to any ChemoCentryx Technology which are inconsistent with or which would interfere with the grant of the licenses resulting from the exercise of the Product Options to GSK hereunder. For the avoidance of doubt, the Parties understand and agree that GSK’s Product Option rights, as described herein, shall be exclusive options over the Progressed Compounds that are the subject of a given Early Development Program, and unless and until such time (if any) as GSK declines to exercise or permits to lapse all of its pending or outstanding Product Option rights with respect to any such Early Development Programs, ChemoCentryx shall not have the right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license or other encumbrance of any kind in or to any of such Progressed Compounds or any related ChemoCentryx Technology. Subject to Section 5.7, any Product Option exercised by GSK with respect to an Option Compound shall be irrevocable.