Common use of EXERCISE OF THE FIRST OPTION Clause in Contracts

EXERCISE OF THE FIRST OPTION. 4.1 If Introgen exercises the First Option in accordance with clause 3.2, in respect of one or more of the Genes, ICRT and Introgen shall forthwith use their best endeavours during the Negotiation Period to negotiate in good faith the terms and conditions for the grant to Introgen of the licence referred to in clause 3.1 ('THE FIRST LICENCE'), which shall include the terms and conditions set out in Schedule 2 and such other terms and conditions (consistent with those set out in Schedule 2) as are reasonable and customary in the biopharmaceutical industry for arrangements of the type contemplated by the First Licence. If Introgen subsequently exercises the First Option in respect of any of the Genes, the Gene or Genes in question shall be deemed as from the date of exercise to be covered by the terms of the First Licence. [*] 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. 4.2 Upon agreement being reached between ICRT and Introgen as to the terms of the First Licence, the parties shall forthwith execute an agreement containing the terms so agreed between ICRT and Introgen. 4.3 If, notwithstanding their best endeavours, ICRT and Introgen do not agree upon the terms for the grant of the First Licence to Introgen during the Negotiation Period, Introgen shall have the right, exercisable by notifying ICRT in writing at any time within fifteen (15) days after the expiration of the Negotiation Period, to initiate a binding arbitration proceeding, pursuant to which the terms and conditions of the First Licence shall be established. Any arbitration under this provision shall be held in accordance with clause 9.12 by a single arbitrator and the sole issue before such arbitrator shall be to establish the terms and conditions of the First Licence in accordance with clause 4.1, to the extent that they have not been agreed. If Introgen does not exercise the foregoing right to initiate arbitration within the applicable fifteen (15) day period, the First Option shall lapse in respect of the Gene or Genes in question. 4.4 If the First Option lapses pursuant to clause 3.5 or 4.3 (and if Introgen has no further right to exercise the First Option in respect of any of the Genes) then, except to the extent that clauses 5, 6 and 7 continue to operate, this Agreement shall terminate automatically, in which case all rights and obligations of the parties shall terminate except as provided in clause 8.4.

EXERCISE OF THE FIRST OPTION. 4.1 If Introgen exercises the First Option in accordance with clause 3.2, in respect of one or more of the Genes, ICRT and Introgen shall forthwith use their best endeavours during the Negotiation Period to negotiate in good faith the terms and conditions for the grant to Introgen of the [*] 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. licence referred to in clause 3.1 ('THE FIRST LICENCE'), which shall include the terms and conditions set out in Schedule 2 and such other terms and conditions (consistent with those set out in Schedule 2) as are reasonable and customary in the biopharmaceutical industry for arrangements of the type contemplated by the First Licence. If Introgen subsequently exercises the First Option in respect of any of the Genes, the Gene or Genes in question shall be deemed as from the date of exercise to be covered by the terms of the First Licence. [*] 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. 4.2 Upon agreement being reached between ICRT and Introgen as to the terms of the First Licence, the parties shall forthwith execute an agreement containing the terms so agreed between ICRT and Introgen. 4.3 If, notwithstanding their best endeavours, ICRT and Introgen do not agree upon the terms for the grant of the First Licence to Introgen during the Negotiation Period, Introgen shall have the right, exercisable by notifying ICRT in writing at any time within fifteen (15) days after the expiration of the Negotiation Period, to initiate a binding arbitration proceeding, pursuant to which the terms and conditions of the First Licence shall be established. Any arbitration under this provision shall be held in accordance with clause 9.12 by a single arbitrator and the sole issue before such arbitrator shall be to establish the terms and conditions of the First Licence in accordance with clause 4.1, to the extent that they have not been agreed. If Introgen does not exercise the foregoing right to initiate arbitration within the applicable fifteen (15) day period, the First Option shall lapse in respect of the Gene or Genes in questionlapse. 4.4 If the First Option lapses pursuant to clause 3.5 or 4.3 (and if Introgen has no further right to exercise the First Option in respect of any of the Genes) then, except to the extent that clauses 5, 6 and 7 continue to operate, this Agreement shall terminate automatically, in which case all rights and obligations of the parties shall terminate except as provided in clause 8.4.