Rescission of Exercise of ImmunoGen Option. Anything contained in this Agreement to the contrary notwithstanding, if, in connection with ImmunoGen’s exercise of an ImmunoGen Option, CytomX delivers to ImmunoGen a Disclosure Letter within [***] of CytomX’s receipt of the applicable Option Exercise Notice, then ImmunoGen shall be entitled to rescind the exercise of such ImmunoGen Option by delivering to CytomX written notice of such rescission within [***] of ImmunoGen’s receipt of the Disclosure Letter. Any failure by CytomX to deliver a Disclosure Letter to ImmunoGen within the applicable [***] period described above shall be deemed a waiver of CytomX’s right to qualify its representations and warranties in the applicable ImmunoGen License Agreement by any information CytomX may have intended to include in the Disclosure Letter. If CytomX delivers the Disclosure Letter on a timely basis, then any failure by ImmunoGen to deliver a rescission notice to CytomX within the applicable [***] period described above shall be deemed a waiver of ImmunoGen’s right to rescind the exercise of such ImmunoGen Option pursuant to this Section 3.1.4, and CytomX’s representations and warranties in the applicable ImmunoGen License Agreement shall be qualified by any information contained in such Disclosure Letter. If an ImmunoGen Option is rescinded pursuant to this Section 3.1.4, then such ImmunoGen Option shall remain outstanding in accordance with its original terms; provided, however, that:
Appears in 3 contracts
Samples: Research Collaboration Agreement (CytomX Therapeutics, Inc.), Research Collaboration Agreement (CytomX Therapeutics, Inc.), Research Collaboration Agreement (CytomX Therapeutics, Inc.)
Rescission of Exercise of ImmunoGen Option. Anything contained in this Agreement to the contrary notwithstanding, if, in connection with ImmunoGen’s exercise of an ImmunoGen Option, CytomX delivers to ImmunoGen a Disclosure Letter within [***] ten (10) Business Days of CytomX’s receipt of the applicable Option Exercise Notice, then ImmunoGen shall be entitled to rescind the exercise of such ImmunoGen Option by delivering to CytomX written notice of such rescission within [***] twenty (20) Business Days of ImmunoGen’s receipt of the Disclosure Letter. Any failure by CytomX to deliver a Disclosure Letter to ImmunoGen within the applicable [***] ten (10) Business Day period described above shall be deemed a waiver of CytomX’s right to qualify its representations and warranties in the applicable ImmunoGen License Agreement by any information CytomX may have intended to include in the Disclosure Letter. If CytomX delivers the Disclosure Letter on a timely basis, then any failure by ImmunoGen to deliver a rescission notice to CytomX within the applicable [***] twenty (20) Business Day period described above shall be deemed a waiver of ImmunoGen’s right to rescind the exercise of such ImmunoGen Option pursuant to this Section 3.1.4, and CytomX’s representations and warranties in the applicable ImmunoGen License Agreement shall be qualified by any information contained in such Disclosure Letter. If an ImmunoGen Option is rescinded pursuant to this Section 3.1.4, then such ImmunoGen Option shall remain outstanding in accordance with its original terms; provided, however, that:
Appears in 1 contract
Samples: Research Collaboration Agreement (CytomX Therapeutics, Inc.)
