Opt-In Right Clause Samples

Opt-In Right. (a) Upon receipt of all Qualifying Offers or on the expiration of the submission time, the Management Board of the Company shall evaluate the Qualifying Offers and determine which provides the highest value to the Company. For the avoidance of doubt, […***…]. (b) If only […***…] has been submitted, the Management Board shall […***…], determine, by approval of all voting members, whether to accept or reject such Qualifying Offer. If the Qualifying Offer is […***…]. (c) If both Optionees have submitted Qualifying Offers (and no Qualifying Offers from Third Parties have been received), then the Management Board may, by approval of all voting members, determine that one of the Qualifying Offers provides the highest value to the Company. If the voting members of the Management Board cannot make such a determination, then the Qualifying Offers shall be submitted to an arbitrator for determination in accordance with the procedures set forth in Exhibit B hereto (“Baseball Arbitration”) which of the Qualifying Offers provides the highest value to the Company […***…]. (d) If both Optionees and at least one Third Party make a Qualifying Offer, all voting members of the Management Board shall be entitled to participate in the evaluation, discussion and voting regarding the determination of which Qualifying Offer provides the highest value to the Company. If the Management Board cannot agree as to which Qualifying Offer provides the highest value to the Company, then […***…] shall determine what Qualifying Offer […***…] believes provides the highest value to the Company and these two Qualifying Offers shall be […***…] to determine which of the Qualifying Offers provides the highest value to the Company. If the Qualifying Offer finally determined to provide the highest value to the Company was the […***…], such Qualifying Offer shall be referred to as the Winning Offer. (e) If only one Optionee has submitted a Qualifying Offer and at least one Third Party makes a Qualifying Offer, then the Management Board may, by approval of the voting members in accordance with Section 2.5(j) below, determine that one of the Qualifying Offers provides the highest value to the Company. If the voting members of the Management Board cannot make such a determination, then […***…] shall determine what Qualifying Offer […***…] believes provides the highest value to the Company and these […***…]. If the Qualifying Offer finally determined to provide the highest value to the Company is the […...

Opt-In Right. Notwithstanding anything to the contrary in this Section 11.3, on a Collaboration Target-by-Collaboration Target basis, if ▇▇▇▇▇▇ has exercised the Kymera Opt-In Right with respect to a given Collaboration Target, then, during the applicable Opt-In Period, (a) the Parties will share costs and profits in the United States with respect to Licensed Products Directed Against such Collaboration Target in accordance with the applicable Cost/Profit Sharing Agreement and (b) the terms of Sections 11.3.1 through 11.3.6 and 11.3.8 will apply to sales of Licensed Products Directed Against such Collaboration Target in the Rest of World. For clarity, in the event Kymera exercises the Kymera Opt-In Right with respect to a given Collaboration Target and later exercises the Kymera Opt-Out Right with respect to such Collaboration Target, then the terms of Sections 11.3.1 through 11.3.6 and 11.3.8 will apply to sales of Licensed Products Directed Against such Collaboration Target throughout the Territory. Further, any relevant Blocking Third Party Intellectual Property Costs paid by Sanofi will be subject to the relevant Cost/Profit Sharing Agreement.

Opt-In Right. (a) Following completion of the ALN-RSV01 Phase IIb Clinical Study (if Alnylam elects to conduct such study), if the results of such study meet the Success Criteria (as defined in Exhibit K), Alnylam shall promptly prepare and provide to Cubist the Study Completion Package, including the applicable Success Statement. Alnylam shall also provide Cubist with the opportunity to discuss the information contained in the Study Completion Package with Alnylam in a face-to-face meeting to occur within [**] of the written request of Cubist, which such request shall be delivered to Alnylam no later than [**] after receipt of the Study Completion Package. Cubist may elect to resume its participation in the Development of ALN-RSV01 (the “Opt-in Right”), by delivering written notice of Cubist’s exercise of such right to Alnylam and paying to Alnylam the applicable Opt-in Fee (or portion thereof) within [**] after Cubist’s receipt of the Study Completion Package (the “Opt-in Period”). Except as otherwise set forth in this paragraph, the payment of the Opt-in Fee shall be made as follows: (1) an initial payment equal to [**] of the ALN-RSV01 Development Costs incurred by Alnylam for the Development of ALN-RSV01 in the Adult Transplant Field during the Interim Period and (2) a subsequent payment, to be made in amount equal to (x) [**] of the ALN-RSV01 Development Costs incurred by Alnylam for the Development of ALN-RSV01 in the Adult Transplant Field during the Interim Period, if [**], or (y) [**] of the ALN-RSV01 Development Costs incurred by Alnylam for the Development of ALN-RSV01 in the Adult Transplant Field during the Interim Period if [**]; provided, however, if the terms set forth in clauses (x) and (y) are not met, then no subsequent payment shall be due by Cubist with respect to the Opt-in Fee. In addition, Cubist may, at its election, exercise its Opt-In Right at any time prior to the submission of a Study Completion Package by Alnylam. In the event that Cubist exercises its Opt-in Right prior to receipt of the Study Completion Package, the Opt-in Fee will be equal to [**] of the ALN-RSV01 Development Costs incurred by Alnylam for the Development of ALN-RSV01 in the Adult Transplant Field during the Interim Period; and Cubist will pay an additional Opt-in Fee of [**] of the ALN-RSV01 Development Costs incurred by Alnylam for the Development of ALN-RSV01 in the Adult Transplant Field during the Interim Period if, [**]. (b) Following completion of the ALN-RSV01 Ph...

Opt-In Right. Subject to the terms of this Agreement (including Section 3.5), Licensor shall have the option during the Opt-In Period to assume all control and responsibility for the Development, Manufacture, and Commercialization of Licensed Products in the Opt-In Territory and the exclusive (even with respect to Licensee) right to Develop, Manufacture, and Commercialize Licensed Products in the Field in the Opt-In Territory (the “Opt-In Right”).

Opt-In Right. An Eligible Institution elects to participate in this Agreement by executing a Sign- Up Letter and thereafter becomes a Member Institution (the "Opt-In Right"). DEAL Operating Entity is responsible for securing the executed Sign-Up Letters. DEAL Operating Entity must (a) make the Sign-Up Letter available to Wiley in the Keeper Platform as soon as possible; (b) notify Wiley at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ weekly of any new opt ins, and no later than within 5 days of finalizing the signup process with DEAL Operating Entity; and (c) update the Keeper Platform (either, and as agreed between the operations teams, with a separate tab in the Eligible Institution List reflecting those that have become Member Institutions or with a separate Consolidated list of Member Institutions). Wiley will provide the Services under this Agreement commencing within 15 days of notification by DEAL Operating Entity that an Eligible Institution has exercised the Opt-In Right. The Sign-Up Letter may be executed by a single Eligible Institution on behalf of multiple Eligible Institutions where that signing Eligible Institution has legal authority.

Opt-In Right. During the Evaluation Period, Immatics may elect to opt-in to the Profit and Loss Share set forth in Section 7.4.3 with respect to the [**] TCER portion of all P&L Products (“Opt-In,” and such right to Opt-In, the “Opt-In Right”). Immatics may exercise the Opt-In Right by providing written notice to Moderna of such election at any time no later than the end of the Evaluation Period (“Opt-In Exercise Notice”). Within [**] of Moderna’s receipt of the Opt-In Exercise Notice and Immatics’ receipt of the respective invoice from Moderna, Immatics shall make a one-time, nonrefundable (except as set forth in Section 9.6) and non-creditable payment to Moderna for [**] times the Phase 1 Trial Costs within [**] after receipt of such invoice.

Opt-In Right. In the case of an Independent Project, until the end of the Opt-In Period (as defined below), the Non-Developing Party shall have the right to opt-in for Development of the (a) the Label Expansion within the Field with respect to the particular Licensed Product in question and/or (b) the New Formulation of a Licensed Product, as applicable, comprising such Independent Project, as follows (the “Opt-In Right”): [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -25-

Opt-In Right. Subject to the terms and conditions of this Agreement, on a Program-by-Program basis, Evaxion hereby grants to MSD an exclusive right, subject to the terms hereof, exercisable at any time during the Option Term, in MSD’s sole discretion, to obtain the exclusive licenses set forth in Section 4.1.2 (“Option”). For the avoidance of doubt, MSD shall not be required to exercise any given Option. ▇▇▇▇▇▇▇ acknowledges and agrees that all Options granted by Evaxion to MSD as set forth herein will be granted by Evaxion exclusively to MSD until the end of the Option Term, and Evaxion 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 Option granted to MSD hereunder. During the Option Term, Evaxion will promptly respond to any of MSD’s reasonable request for additional discussions and information that is in Evaxion’s (or its Affiliate’s) Control, in each case relating to a Program or the Program Antigens.

Opt-In Right. Subject to the terms of this Agreement, Subscriber may request the addition of a new Consortia Member to this Agreement at any time, provided that any such proposed new Consortia Member shall be a university, educational institution, research organisation or other similar organisation, in Ireland. Such addition will take effect as an addendum to this Agreement which must be signed by both the Parties confirming the additional Fee payable in respect of that new Consortia Member’s access to the Licensed Materials and further rights according to this Agreement (such as Publishing rights) and the commencement date on which that new Consortia Member may access the Licensed Materials. Where a new Consortia Member is added pursuant to the Opt-In right described above), BMJ will increase the Fee applicable to that Subscription Year with retrospective effect to take account of the addition of the relevant new Consortia Member inline with the pricing guidance below, and BMJ shall be immediately entitled to submit an invoice to that relevant new Consortia Member for the balance of the Fee due and payable as a result of that increase. Guidance for new Consortia Member pricing: Read Fee: Shall be based on the tier banding according to FTE size (to be checked and validated in collaboration with the Subscriber), the total Read Fee equates to a percentage of the relevant Collection list price, reflecting total value o associated non-open access, non-research content within the associated journals. Publish Fee: Shall be based on the total estimated research output for 2024 (forecasted using CAGRs) multiplied by the 2024 average APC for the relevant Collection journals. BMJ signature: 2/2/2024 ......................... .......................................... Name: ▇▇▇▇ ▇▇▇▇▇ Date Title: Mrs ▇▇▇ and on behalf of BMJ Publishing Group Limited Subscriber signature: 9/2/2024 ................................................... .......................................... Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Date Title: Director for and on behalf of the Subscriber References to the Consortia Members shall include the member institutions listed in the table below (provided that the number of Consortia Members may be altered by the Subscriber pursuant to the Opt-Out Right and/or Opt-In Right specified in Part A). Consortia Member: Subscription Site(s) IP addresses: 1 Dublin City University Dublin City University, Technological University Dublin, Library central Services Unit, Dublin City Campus, Low...