Merck Options Sample Clauses
The "Merck Options" clause defines specific rights or choices that Merck, as a party to the agreement, may exercise under certain conditions. Typically, this clause outlines the circumstances under which Merck can opt to license, acquire, or further develop a product, technology, or intellectual property covered by the agreement. For example, Merck might have the option to take over development after a milestone is reached or to expand the scope of its rights in exchange for additional payments. The core function of this clause is to provide Merck with flexibility and strategic control, allowing it to make informed decisions based on the progress or success of the collaboration, while also clarifying the process and terms for exercising such options.
Merck Options. Upon the exercise of any Merck Option (as defined in (d) below) following the Distribution, (i) Distributing shall claim any Tax deduction attributable to such exercise on its Tax Return and Controlled shall not claim such deduction on its Tax Return as originally filed, and (ii) to the extent such deduction is disallowed to Distributing, and a Tax Authority makes a Determination that Controlled is entitled to such deduction, Controlled shall, to such extent, pay to Distributing, within 30 days of the date that Distributing notifies Controlled of the receipt of such Determination (which notification shall be made promptly after receipt thereof), the Option Tax Value attributable to such Merck Option.
Merck Options. Each Merck Option outstanding as of immediately prior to the Distribution Date, whether vested or unvested and regardless of by whom held shall be converted concurrently with the Distribution on the Distribution Date into (x) an Adjusted Merck Option in the case of Merck Employees, Post-Distribution Organon Employees and Former Employees or (y) an Organon Option in the case of Organon Employees (excluding any Post-Distribution Organon Employee). Each such adjusted or converted Option shall, except as otherwise provided in this Section 6.01, be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Merck Option immediately prior to the Distribution Date; provided, however, that upon such adjustment or conversion:
(A) the number of Merck Common Shares subject to such Adjusted Merck Option (if any) shall be equal to (1) the number of Merck Common Shares subject to the Merck Option immediately prior to the Distribution Date, multiplied by (2) the Merck Conversion Ratio, rounded down to the nearest whole share;
(B) the number of shares of Organon Common Stock subject to the Organon Option into which such Merck Option is converted (if any) shall be equal to (1) (xx) the number of Merck Common Shares subject to the Merck Option immediately prior to the Distribution Date multiplied by (yy) the Distribution Ratio, multiplied by (2) the Organon Conversion Ratio, rounded down to the nearest whole share;
(C) the per share exercise price of each Adjusted Merck Option, shall be equal to (1) the per share exercise price of the Merck Option immediately prior to the Distribution Date divided by (2) the Merck Conversion Ratio, rounded up to the nearest cent; and
(D) the per share exercise price of each Organon Option, shall be equal to (1) the per share exercise price of the Merck Option immediately prior to the Distribution Date divided by (2) the Organon Conversion Ratio divided by (3) the Distribution Ratio, rounded up to the nearest cent; provided, however, that the exercise price, the number of Merck Common Shares and the number of shares of Organon Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A.