Common use of Opt-In Grant Clause in Contracts

Opt-In Grant. Subject to the terms and conditions of this Agreement, on a Program-by-Program basis, Editas hereby grants to Juno an exclusive right (each, an “Opt-In Right”), exercisable at any time during the applicable Opt-In Term, in Juno’s sole discretion, to enter into an exclusive license agreement with respect to a given Program, which license shall be effected by the execution of a Licensed Program Addendum (the “Licensed Program Addendum”) in the form set forth as Schedule 2.1 to the License Agreement, which shall be appended to the license agreement set forth on Exhibit A (the “License Agreement”). For the avoidance of doubt, (i) Juno shall not be required to exercise its Opt-In Right for any given Program and (ii) if Juno determines, in its discretion, to exercise its Opt-In Right for a given Program, Juno shall only be required to exercise its Opt-In Right for such Program [**] (and shall only be required to pay one Opt-In Exercise Fee (as defined in the License Agreement) for such Program [**]) regardless of the number of Collaboration RNP Complexes (including the Lead Candidate) under such Program. Editas acknowledges and agrees that all Opt-In Rights granted by Editas to Juno as set forth herein will be granted by Editas exclusively to Juno until the end of the applicable Opt-In Term for the applicable Program, and, during such Opt-In Term, Editas shall not (and shall ensure that its Affiliates do not) grant any options (or other rights) to any other Person that would conflict with or are inconsistent with the Opt-In Rights granted to Juno hereunder. During the period from the receipt of the Data Package for a given Program until the end of the Opt-In Term for such Program, Editas will promptly respond to any of Juno’s reasonable requests for additional information in Editas’ (or its Affiliate’s) possession and clarifications relating to such Data Package.

Opt-In Grant. Subject to For the terms and conditions first [**] Immatics Products for which Clinical Proof of this Agreement, on a Program-by-Program basis, Editas hereby grants to Juno an exclusive right Concept has been achieved (each, an “Immatics Option-Eligible Product”), Immatics hereby grants to BMS an exclusive right (the “BMS Opt-In Right”), exercisable in BMS’ sole discretion at any time during the period from the Effective Date until [**] after Immatics provides to BMS the complete Data Package for such Immatics Option-Eligible Product pursuant to Section 3.1.4(a) (each “Opt-In Term”), to co-Develop and co-Commercialize (together with Immatics) such Immatics Option-Eligible Product in the Field in the Territory. BMS may exercise (in its sole discretion) the BMS Opt-In Right by delivering written notice of such exercise to Immatics at any time during the applicable Opt-In Term, in Juno’s sole discretion, to enter into an exclusive license agreement with respect to a given Program, which license shall be effected by the execution of a Licensed Program Addendum Term (the “Licensed Program Addendum”) in the form set forth as Schedule 2.1 to the License Agreement, which shall be appended to the license agreement set forth on Exhibit A (the “License AgreementOpt-In Notice”); provided that BMS shall only have the right to provide an Opt-In Notice for [one (1) Immatics Option-Eligible Product] hereunder. For the avoidance of doubt, (i) Juno BMS shall not be required to exercise its the BMS Opt-In Right for any given Program Immatics Option-Eligible Products. Immatics acknowledges and (ii) if Juno determines, in its discretion, to exercise its agrees that the BMS Opt-In Right for a given Program, Juno shall only be required to exercise its Opt-In Right for such Program [**] (and shall only be required to pay one Opt-In Exercise Fee (as defined in the License Agreement) for such Program [**]) regardless of the number of Collaboration RNP Complexes (including the Lead Candidate) under such Program. Editas acknowledges and agrees that all Opt-In Rights granted by Editas Immatics to Juno BMS as set forth herein will be granted by Editas Immatics exclusively to Juno until the end of the applicable Opt-In Term for the applicable ProgramBMS, and, during such Opt-In Term, Editas and Immatics shall not (and shall ensure that its Affiliates do not) grant any options (or other rights) to any other Person Third Party that would conflict with or are inconsistent with the BMS Opt-In Rights Right granted to Juno BMS hereunder. During the period from the receipt of the Data Package for , including that Immatics shall not (and shall ensure that its Affiliates do not) grant any rights to any Third Party to Develop, Manufacture or Commercialize a given Program until Immatics Option-Eligible Product prior to the end of the Opt-In Term for such ProgramImmatics Option-Eligible Product. As used herein, Editas will promptly respond to “Co-Developed Product” shall mean the Immatics Option-Eligible Product for which BMS has exercised its BMS Opt-In Right, which includes, for clarity, any of Juno’s reasonable requests for additional information in Editas’ and all other Immatics Products transduced with the same Immatics TCR as such Immatics Option-Eligible Product (or its Affiliate’s) possession and clarifications relating to such Data Packagee.g., all back-ups).