Merck Option Clause Samples
The Merck Option clause grants Merck a specific right, typically to acquire, license, or otherwise participate in a product, technology, or intellectual property developed under an agreement. In practice, this clause outlines the conditions under which Merck can exercise its option, such as timeframes, milestones, or payment terms, and may detail the process for notification and negotiation. Its core function is to provide Merck with a preferential opportunity to secure rights or interests in valuable assets, thereby incentivizing collaboration and clarifying future commercial pathways.
Merck Option. Vertex shall give notice to Merck of any desire to cease prosecution and/or maintenance of Patent Rights on a country by country basis in the Territory and, in such case, shall permit Merck, at its sole discretion, to continue prosecution or maintenance of such Patent Rights at its own expense. If Merck elects to continue prosecution or maintenance or to file based on Vertex's election not to file pursuant to Section 7.1, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such prosecution or maintenance. Any patents or patent applications so assigned shall not be considered Patent Rights.
Merck Option. Merck may give Tularik written notice of its intention to conduct research and development activities with respect to an Option Program at any time, but [ * ]= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. not later than the expiration of [ * ] following the Exercise Date relating to such Option Program. Upon exercising the Merck Option by giving such notice in such manner, all Option Compounds within such Option Program shall become Program Compounds for all purposes of this Agreement. Upon exercise by Merck of the Merck Option, Tularik will [ * ] for which the Merck Option has been exercised or [ * ].
Merck Option. With regard to each Target, Xenon hereby grants to Merck an option, on a Target-by-Target basis, to acquire from Xenon:
(a) an exclusive (even as to Xenon), worldwide, royalty-bearing license under [†]; and
(b) [†]; to research, develop, make, have made, use, offer to sell, sell and/or import Compounds and Products that [†] the Target[†], subject to the terms of this Agreement.
Merck Option. In addition to the rights granted by Licensee to Merck in Section 2.01. Licensee grants to Merck the option to evaluate Licensed Product and propose terms for a Development or Commercial Arrangement with respect to the Licensed Product in the Field on the following terms:
(a) Licensee shall notify Merck, in advance, in writing if at any time during the Term, Licensee intends to enter into a Development or Commercial Arrangement with a Third Party (“Option Notice”).
(b) In the event that Merck notifies Licensee within 10 days after the delivery of the Option Notice that Merck intends to propose terms for a Development or Commercial Arrangement between the Parties, Licensee shall provide Merck with reasonable access to due diligence information customarily provided in the evaluation of similar Development or Commercial Arrangements. No later than 45 days after the delivery of the Option Notice, Merck shall, at its sole discretion, submit terms for a Development or Commercial Arrangement and if such terms are satisfactory to Licensee, after Licensee considers them in good faith, the Parties will negotiate in good faith for a period of sixty (60) days from Merck’s submission of its terms to enter into a definitive agreement for such Development or Commercial Arrangement.
Merck Option