Common use of Rescission of Exercise of Reserve Option Clause in Contracts

Rescission of Exercise of Reserve Option. Anything contained this Agreement to the contrary notwithstanding, if, in connection with Novartis’ exercise of any Reserve Option, ImmunoGen delivers a Disclosure Letter in connection with the execution and delivery of the applicable License Agreement within [***] of ImmunoGen’s receipt of the applicable Reserve Option exercise notice, then Novartis shall be entitled to rescind the exercise of such Reserve Option by delivering written notice of such rescission within [***] of Novartis’ receipt of the Disclosure Letter. Any failure by ImmunoGen to deliver a Disclosure Letter to Novartis within the applicable ten [***] period described above shall be deemed a waiver of ImmunoGen’s right to qualify its representations and warranties in the applicable License Agreement by any information that ImmunoGen may have intended to include in such Disclosure Letter. If ImmunoGen delivers a Disclosure Letter on a timely basis, then any failure by Novartis to deliver a rescission notice to ImmunoGen within the applicable [***] period described above shall be deemed a waiver of Novartis’ right to rescind the exercise of such Reserve Option pursuant to this Section 3.4, and ImmunoGen’s representations and warranties in the applicable License Agreement shall be qualified by any information contained in such Disclosure Letter. If a Reserve Option is rescinded pursuant to this Section 3.4, (a) the Exclusive License relating to such Reserve Option shall not be counted against the aggregate number of Exclusive Licenses available to Novartis under Section 3.3 hereof, and (b) the Reserve Option shall remain outstanding in accordance with its original terms; provided, however, that if the Reserve Option Period would have expired at any time within the period beginning on the date that Novartis exercises the Reserve Option and ending on the [***] after Novartis’ delivery of the rescission notice to ImmunoGen, Novartis shall have the right to exercise a Reserve Option for a different Reserve Option Target (excluding any Reserve Option Target that was the subject of a previous rescission) within [***] (or such longer period as may be mutually agreed to in writing by the Parties) after Novartis’ delivery of the rescission notice to ImmunoGen.

Appears in 1 contract

Samples: Multi Target Agreement (Immunogen Inc)

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Rescission of Exercise of Reserve Option. Anything contained this Agreement to the contrary notwithstanding, if, in connection with Novartis’ Lilly’s exercise of any Reserve Option, ImmunoGen delivers a Disclosure Letter in connection with the execution and delivery of the applicable License Agreement within [***] of ImmunoGen’s receipt of the applicable Reserve Option exercise notice, then Novartis Lilly shall be entitled to rescind the exercise of such Reserve Option by delivering written notice of such rescission within [***] of Novartis’ Lilly’s receipt of the Disclosure Letter. Any failure by ImmunoGen to deliver a Disclosure Letter to Novartis Lilly within the applicable ten [***] period described above shall be deemed a waiver of ImmunoGen’s right to qualify its representations and warranties in the applicable License Agreement by any information that ImmunoGen may have intended to include in such Disclosure Letter. If ImmunoGen delivers a Disclosure Letter on a timely basis, then any failure by Novartis Lilly to deliver a rescission notice to ImmunoGen within the applicable [***] period described above shall be deemed a waiver of Novartis’ Lilly’s right to rescind the exercise of such Reserve Option pursuant to this Section 3.4, and ImmunoGen’s representations and warranties in the applicable License Agreement shall be qualified by any information contained in such Disclosure Letter. If a Reserve Option is rescinded pursuant to this Section 3.4, (a) the Exclusive License relating to such Reserve Option shall not be counted against the aggregate number of Exclusive Licenses available to Novartis Lilly under Section 3.3 hereof, and (b) the Reserve Option shall remain outstanding in accordance with its original terms; provided, however, that if the Reserve Option Period would have expired at any time within the period beginning on the date that Novartis Lilly exercises the Reserve Option and ending on the [***] after Novartis’ Lilly’s delivery of the rescission notice to ImmunoGen, Novartis Lilly shall have the right to exercise a Reserve Option for the same or a different Reserve Option Target (excluding any Reserve Option Target that was the subject of a previous rescission) within [***] (or such longer period as may be mutually agreed to in writing by the Parties) after Novartis’ Lilly’s delivery of the rescission notice to ImmunoGen.

Appears in 1 contract

Samples: Multi Target Agreement (Immunogen Inc)

Rescission of Exercise of Reserve Option. Anything contained this Agreement to the contrary notwithstanding, if, in connection with Novartis’ Lilly’s exercise of any Reserve Option, ImmunoGen delivers a Disclosure Letter in connection with the execution and delivery of the applicable License Agreement within [***] Business Days of ImmunoGen’s receipt of the applicable Reserve Option exercise notice, then Novartis Lilly shall be entitled to rescind the exercise of such Reserve Option by delivering written notice of such rescission within [***] Business Days of Novartis’ Lilly’s receipt of the Disclosure Letter. Any failure by ImmunoGen to deliver a Disclosure Letter to Novartis Lilly within the applicable ten [***] Business Day period described above shall be deemed a waiver of ImmunoGen’s right to qualify its representations and warranties in the applicable License Agreement by any information that ImmunoGen may have intended to include in such Disclosure Letter. If ImmunoGen delivers a Disclosure Letter on a timely basis, then any failure by Novartis Lilly to deliver a rescission notice to ImmunoGen within the applicable [***] Business Day period described above shall be deemed a waiver of Novartis’ Lilly’s right to rescind the exercise of such Reserve Option pursuant to this Section 3.4, and ImmunoGen’s representations and warranties in the applicable License Agreement shall be qualified by any information contained in such Disclosure Letter. If a Reserve Option is rescinded pursuant to this Section 3.4, (a) the Exclusive License relating to such Reserve Option shall not be counted against the aggregate number of Exclusive Licenses available to Novartis Lilly under Section 3.3 hereof, and (b) the Reserve Option shall remain outstanding in accordance with its original terms; provided, however, that if the Reserve Option Period would have expired at any time within the period beginning on the date that Novartis Lilly exercises the Reserve Option and ending on the [***] Business Day after Novartis’ Lilly’s delivery of the rescission notice to ImmunoGen, Novartis Lilly shall have the right to exercise a Reserve Option for the same or a different Reserve Option Target (excluding any Reserve Option Target that was the subject of a previous rescission) within [***] Business Days (or such longer period as may be mutually agreed to in writing by the Parties) after Novartis’ Lilly’s delivery of the rescission notice to ImmunoGen.

Appears in 1 contract

Samples: Multi Target Agreement (Immunogen Inc)

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Rescission of Exercise of Reserve Option. Anything contained this Agreement to the contrary notwithstanding, if, in connection with Novartis’ exercise of any Reserve Option, ImmunoGen delivers a Disclosure Letter in connection with the execution and delivery of the applicable License Agreement within [***] Business Days of ImmunoGen’s receipt of the applicable Reserve Option exercise notice, then Novartis shall be entitled to rescind the exercise of such Reserve Option by delivering written notice of such rescission within [***] Business Days of Novartis’ receipt of the Disclosure Letter. Any failure by ImmunoGen to deliver a Disclosure Letter to Novartis within the applicable ten [***] Business Day period described above shall be deemed a waiver of ImmunoGen’s right to qualify its representations and warranties in the applicable License Agreement by any information that ImmunoGen may have intended to include in such Disclosure Letter. If ImmunoGen delivers a Disclosure Letter on a timely basis, then any failure by Novartis to deliver a rescission notice to ImmunoGen within the applicable [***] Business Day period described above shall be deemed a waiver of Novartis’ right to rescind the exercise of such Reserve Option pursuant to this Section 3.4, and ImmunoGen’s representations and warranties in the applicable License Agreement shall be qualified by any information contained in such Disclosure Letter. If a Reserve Option is rescinded pursuant to this Section 3.4, (a) the Exclusive License relating to such Reserve Option shall not be counted against the aggregate number of Exclusive Licenses available to Novartis under Section 3.3 hereof, and (b) the Reserve Option shall remain outstanding in accordance with its original terms; provided, however, that if the Reserve Option Period would have expired at any time within the period beginning on the date that Novartis exercises the Reserve Option and ending on the [***] Business Day after Novartis’ delivery of the rescission notice to ImmunoGen, Novartis shall have the right to exercise a Reserve Option for a different Reserve Option Target (excluding any Reserve Option Target that was the subject of a previous rescission) within [***] Business Days (or such longer period as may be mutually agreed to in writing by the Parties) after Novartis’ delivery of the rescission notice to ImmunoGen.

Appears in 1 contract

Samples: Multi Target Agreement (Immunogen Inc)

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