Commercial Option Clause Samples
A Commercial Option clause grants one party the right, but not the obligation, to enter into a specified commercial transaction under agreed terms within a certain timeframe. Typically, this clause outlines the conditions under which the option can be exercised, such as deadlines, pricing, and any required notifications. Its core function is to provide flexibility and certainty for the option holder, allowing them to secure future business opportunities while managing risk and planning effectively.
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Commercial Option. On a Target-by-Target basis, Adimab hereby grants to Surface the exclusive option (for each Target, a “Commercial Option”) to obtain the licenses of Section 3.3(b) for Licensed Antibodies to the Target, exercisable by payment of the Commercial Option Fee with respect to such Target to Adimab on or before the expiry of the Evaluation Term. Surface shall, in its written notice to exercise the Commercial Option for a Target, specify up to twenty (20) Program-Benefited Antibodies against the Target as the “Licensed Antibodies.” Upon such Commercial Option exercise, Adimab will provide to Surface sufficient materials to allow Surface to express any such Licensed Antibodies that were generated in the Research Program. Notwithstanding the foregoing, Surface may elect to partially exercise the Commercial Option by paying sixty five percent (65%) of the Commercial Option Fee and designating up to ten (10) Program-Benefited Antibodies as Licensed Antibodies; provided, however, that prior to the expiration of the Evaluation Term, Surface shall either (i) pay the remaining thirty five percent (35%) of the Commercial Option Fee and, at any time prior to the expiration of the Evaluation Term (even if after payment of the remaining thirty five CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. percent (35%) of the Commercial Option Fee) designate additional Program-Benefited Antibodies as Licensed Antibodies such that the total number of Licensed Antibodies does not exceed twenty (20) or (ii) fail to pay the remaining thirty five percent (35%) of the Commercial Option Fee, in which case the Commercial Option shall be deemed not to have been exercised with respect to such Target and no Program-Benefited Antibodies against such shall be deemed Licensed Antibodies from that point forward.
Commercial Option. During the applicable Commercial Option Period, for each Poseida Selected Target and each TeneoBio Internal Target selected by Licensee under Section 2.2, Licensee shall have the exclusive option to elect to receive an exclusive license (as described in Section 5.2) to all Selected Antibodies for such Target (the “Commercial Option”). In order to exercise the Commercial Option for a particular Target, Licensee shall provide notice to TeneoBio during the Commercial Option Period and pay the Commercial Option Exercise Fee set forth in Section 6.3. If Licensee elects to exercise the Commercial Option for any Blind Target, Licensee shall be obligated to disclose the identity of such Blind Target prior to exercising the Commercial Option. Prior to exercising the Commercial Option for any Target, Licensee shall notify TeneoBio of its intent to exercise such Commercial Option, and TeneoBio will have […***…] business days to provide, in each case as applicable to such Target and Selected Antibodies directed to such Target, (i) an updated Exhibit A and (ii) a schedule of exceptions to the representations and warranties in Section 8.2 as TeneoBio determines are necessary to make such representations and warranties true and accurate as of the date of delivery of such schedule to Licensee. Licensee will thereafter determine, in its sole discretion, whether or not to exercise such Commercial Option.
Commercial Option. 6.1 The Parties mutually agree that should ADCT activate the License Agreement in accordance with Section 5.2 and achieve Successful Completion of the GLP Toxicology Studies for the [***] SAFFbody ADC and/or the [***] SAFEbody ADC. except if such [***] SAFEbody ADC binds to the [***] (Uniprot Code [***]) Target, ADCT would grant ADAGENE for a period of [***] starting from such Successful Completion of the GLP Toxicology Studies for the [***] SAFEbody ADC or the [***] SAFEbody ADC which does not bind to the [***] Target, as applicable, the right to obtain a license to develop, manufacture, make, use, sell, offer for sale, market, commercialize, distribute and import, and have developed, used, sold, offered for sale, marketed, commercialized, distributed, or imported, ADCs containing the [***] SAFEbody and/or the [***] SAFEbody ADC which does not bind to the [***] Target in the Field for sale in the Territory, in accordance with the terms and conditions contained in Annex 3 (“Chinese Territory License Terms”). For the sake of clarity, ADAGENE has no option to negotiate a license, in the Territory, for a [***] SAFEbody ADC that binds to the [***] Target.
Commercial Option. On a Target-by-Target basis, Adimab hereby grants to Surface the exclusive option (for each Target, a “Commercial Option”) to obtain the licenses of Section 3.3(b) for Licensed Antibodies to the Target, exercisable by payment of the Commercial Option Fee with respect to such Target to Adimab on or before the expiry of the Evaluation Term. Surface shall, in its written notice to exercise the Commercial Option for a Target, specify up to ten (10) Program-Benefited Antibodies against the Target as the “Licensed Antibodies.” Upon such Commercial Option exercise, Adimab will provide to Surface sufficient materials to allow Surface to express any such Licensed Antibodies that were generated in the Research Program.
Commercial Option. Fate hereby grants to ▇▇▇▇▇▇▇ an exclusive option to obtain the Commercial License under Section 5.1.2 and Section 5.1.3 for each Pre-IND Collaboration Candidate exercisable in accordance with Section 4.3 (each, a “Commercial Option”). ▇▇▇▇▇▇▇ shall not have the right to, and shall not, Develop (except pursuant to the Research License), Manufacture or Commercialize any Collaboration Candidate, or any product containing such Collaboration Candidate, other than those Pre-IND Collaboration Candidates for which ▇▇▇▇▇▇▇ exercises the Commercial Option with respect to such Pre-IND Collaboration Candidate pursuant to Section 4.3.
Commercial Option. The Developer is hereby granted an option, conditional on the parties signing the Development Agreement during the Term, that will be in effect for six months after the conclusion of the work in clause 6(c) above. This option gives the Developer the exclusive right to negotiate an exclusive (as modified in Section 7) right and license (the "Commercial License") limited to the Specified Field:
(a) to use MemPore's System in any facility owned wholly or partly be the Developer;
(b) to supply MemPore's System, manufactured by MemPore, to any third party; and
(c) to solicit Clients to which MemPore will supply any or all of: MemPore's Systems; commissioning of plants using MemPore's Systems, with continuing trouble-shooting service; creation of operating manuals and the training of users for MemPore's Systems. The parties expect that MemPore will receive an up-front licensing fee for entering into the Commercial License, and a share of between 15% and 25% of the Developer's future net revenues from the Developer's dealings in any arrangement with MemPore's Systems. If the option expires without a Commercial License granted to the Developer, the funding provided under the Development Agreement will be refundable, without interest, but only out of MemPore's earnings from any other license within the Specified Field. Refund payments will be made quarterly and each will be limited to one-half of such earnings in the quarter-year.
Commercial Option. For Friedreich’s Ataxia (CNS), such written notice must be accompanied by a wire transfer of the commercial option fee set forth in Section 3.2.
Commercial Option