TOTAL R&D Option Sample Clauses

TOTAL R&D Option. (a) If AMYRIS does not consent to a proposed Screening Plan, Feasibility Plan or Development Project Plan (or any revision thereto), within the context of its role on the Joint Steering Committee or the Management Committee, as applicable, then TOTAL shall have the right to exercise an option (referred to as the “TOTAL R&D Option”) to proceed and/or continue with any such Screening Plan, Feasibility Plan or Development Project Plan (or any revision thereto) using AMYRIS Laboratory Resources and AMYRIS shall allocate AMYRIS Laboratory Resources under the terms of this Agreement to the related R&D Activities under the TOTAL R&D Option, subject to the following: (i) AMYRIS shall have no obligation to devote such AMYRIS Laboratory Resources to more than two (2) Screening Plans (one involving the Mevalonate Pathway or DXP Pathway, the other involving New Technology), two (2) Feasibility Plans (one * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. involving the Mevalonate Pathway or DXP Pathway, the other involving New Technology) and one Development Project Plan simultaneously under the TOTAL R&D Options. (ii) In no event may TOTAL exercise the TOTAL R&D Option with respect to any Development Project Plan if there are already three (3) then-ongoing Development Projects within the R&D Collaboration (or four (4) in the event TOTAL is exercising the TOTAL R&D Option for a Development Project Plan for a New Technology Project), running simultaneously at any point in time, except as otherwise agreed to in writing by the Parties. In addition, in no event may TOTAL exercise the TOTAL R&D Option under any Plan the terms of which would result in any R&D Activities extending beyond the end of the Term. (iii) In no event may TOTAL exercise the TOTAL R&D Option if, at the date of which TOTAL notifies AMYRIS that it wishes to exercise such option, AMYRIS is [*] In such circumstances, AMYRIS shall demonstrate to TOTAL [*] (b) For the avoidance of doubt, activities undertaken hereunder upon exercise of the TOTAL R&D Option shall still be conducted under Screening Plans, Feasibility Plans or Development Project Plans, as applicable, but such Plans shall not be subject to Management Committee or Joint Steering Committee approval and instead shall be subject to TOTAL’s approval, in its sole discretion; provided, however, that (i) any...
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TOTAL R&D Option. If as a result of the TOTAL R&D Option a Product has been developed and TOTAL wishes to commercialize such Product as permitted in the Agreement, AMYRIS automatically grants to TOTAL a royalty-bearing (as provided in Section 3.3) worldwide, non-exclusive right and license, without the right to sublicense except as otherwise provided in this Agreement, under (i) AMYRIS Background IP, (ii) AMYRIS Included IP and (iii) AMYRIS Owned Collaboration IP, in each case solely to Make and Sell such Product in accordance with the Agreement outside of the Excluded Markets; provided, however, that such licenses will not permit further optimization of a Commercial Strain that is engineered to make a Compound through the Mevalonate Pathway other than by means of mutagenesis (but will permit further optimization of a Commercial Strain that is not engineered to make a Compound through the Mevalonate Pathway without such limitation). For the avoidance of doubt, there will not be double payment of royalties by TOTAL for the rights granted in this Section 6.2(c).
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TOTAL R&D Option. If as a result of the TOTAL R&D Option a Product has been developed and TOTAL wishes to commercialize such Product as permitted in the Agreement, AMYRIS automatically grants to TOTAL a royalty-bearing (as provided in Section 3.3) worldwide, non-exclusive right and license, without the right to sublicense except as otherwise provided in this Agreement, under [*] in each case solely to Make and Sell such Product in accordance with the Agreement outside of the Excluded Markets; provided, however, that such licenses will not permit further optimization of a Commercial Strain that is engineered to make a Compound through the Mevalonate Pathway other than by means of mutagenesis (but will permit further optimization of a Commercial Strain that is not engineered to make a Compound through the Mevalonate Pathway without such limitation). For the avoidance of doubt, there will not be double payment of royalties by TOTAL for the rights granted in this Section 6.2(c).
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Related to TOTAL R&D Option

  • Our Option If we give you written notice within 30 days after we receive your signed, sworn proof of loss, we may repair or replace any part of the damaged property with material or property of like kind and quality.

  • Standard Option The Connecting Transmission Owner shall design, procure, and construct the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, using Reasonable Efforts to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, and Applicable Laws and Regulations. In the event the Connecting Transmission Owner reasonably expects that it will not be able to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the specified dates, the Connecting Transmission Owner shall promptly provide written notice to the Developer and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter.

  • Option Period Pursuant to the Contract, the following are the Adjustment Factors for the term ending October 20, 2023: Date Index 1 August 2019 11311.06 3 October 2019 11326.12 6 January 2020 11392.41 7 February 2020 11396.01 8 March 2020 11396.97 9 April 2020 11412.67 10 May 2020 11418.16 11 June 2020 11436.23 12 July 2020 11439.11 Date Index 1 August 2021 12463.13 2 September 2021 12464.55 3 October 2021 12464.94 4 November 2021 12467.32 5 December 2021 12481.82 6 January 2022 12555.55 7 February 2022 12683.97 8 March 2022 12791.43 9 April 2022 12898.96 10 May 2022 13004.47 11 June 2022 13110.50 12 July 2022 13167.84 Adjustment: Third Year Index Average = 12712.8733 = 1.1168 Base Year Index Average 11383.5283 WA−DC−GC03−100120−SWC Original Adjustment Factor x Adjustment = Adjustment Factor through 10/20/23 Normal Working Hours – Prevailing Wage 1.0378 1.1168 1.1590 Other Than Normal Working Hours – Prevailing Wage 1.0638 1.1168 1.1881 Normal Working Hours – Non−Prevailing Wage 1.0357 1.1168 1.1567 Other Than Normal Working Hours – Non− Prevailing Wage 1.0605 1.1168 1.1844 Non Pre−Priced 1.1627 1.0000 1.1627

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.