Common use of Option Exercise Data Package Clause in Contracts

Option Exercise Data Package. Within [***] after a Candidate Drug has been identified by Company with respect to a Collaboration Program, Company will provide Vertex with an OEDP for the relevant Collaboration Target, which OEDP, prior to the License Effective Date, shall be used by Vertex solely to determine whether to exercise its Option with respect to such Collaboration Target. If such OEDP is incomplete, Vertex may notify Company of the incomplete status of such OEDP in writing including any items that, in Vertex’s reasonable determination made in good faith, should have been included in the OEDP but were not included therein within [***] after receipt thereof. Following receipt of such notice, Company will promptly deliver to Vertex the additional information requested by Vertex to complete such OEDP. For clarity, delivery of such incomplete OEDP shall not trigger the [***] after which the Option Deadline would occur pursuant to Section 4.1.1, but such [***] after which the Option Deadline would occur pursuant to Section 4.1.1 shall thereafter be triggered on the date of Vertex’s receipt of the additional information requested by Vertex to complete such OEDP. In addition, Vertex shall have the right to reasonably request additional information relating to the applicable Collaboration Target within [***] after delivery of the OEDP, and Company will respond to such requests promptly with any such additional information that is in its possession or control, which information, prior to the License Effective Date, will be used by Vertex solely to determine whether to exercise its Option with respect to such Collaboration Target; provided that Company shall in no event be required to conduct any new or additional Research or other activities to generate any such additional information or records. In addition, upon Vertex’s request at any time prior to identification of a Candidate Drug for a Collaboration Target, but no more than [***], Company will provide Vertex with an interim data package containing the information that would be required to be included in an OEDP for such Collaboration Target in the form and to the extent that any such information is then available for any Collaboration Compounds directed against such Collaboration Target (an “Early OEDP”), which Early OEDP, prior to the License Effective Date, shall be used by Vertex solely to determine whether to exercise its Option with respect to such Collaboration Target. For clarity, any such delivery of an Early OEDP under this Section 2.6 shall not constitute delivery of a complete OEDP and shall not trigger the [***] after which the Option Deadline would occur pursuant to Section 4.1.1.

Option Exercise Data Package. Within [***] after a Candidate Drug has been identified completion of the final study report for the last non-GLP NHP study conducted by Company with respect to a Collaboration ProgramDevelopment Candidate pursuant to the Research Plan, or otherwise upon Vertex’s earlier written request, Company will provide deliver to Vertex with an OEDP the Option Exercise Data Package for such Development Candidate (or, in the relevant Collaboration Targetcase of Vertex’s earlier request, which OEDP, prior Company will deliver all portions of the Option Exercise Data Package for such Development Candidate that are then available and in Company’s possession). If Vertex reasonably determines that any Option Exercise Data Package is incomplete or otherwise does not conform to the License Effective Daterequirements of this Agreement, shall be used by Vertex solely to determine whether to exercise its then, within [***] after Vertex’s receipt of such Option with respect to such Collaboration Target. If such OEDP is incompleteExercise Data Package, Vertex may notify Company of the incomplete or non-conforming status of such OEDP in writing including any items thatOption Exercise Data Package, in Vertex’s reasonable determination made in good faith, should have been which notice shall specify the information required to be included in such Option Exercise Data Package which is incomplete or non-conforming (and, if the OEDP but were not included therein within [***] after receipt thereoflatter, how the information is non-conforming) (“Incomplete Data Package Notice”). Following Company’s receipt of such noticean Incomplete Data Package Notice, Company will promptly deliver to Vertex the additional information requested by Vertex specified in the Incomplete Data Package Notice as needed to complete such OEDP. For clarityOption Exercise Data Package and, delivery of such incomplete OEDP shall not trigger the within [***] after which of receipt of such additional information, Vertex will provide Company a written acknowledgement that the Option Deadline would occur pursuant to Section 4.1.1, but Exercise Data Package is complete or will provide another Incomplete Data Package Notice. If Vertex does not provide either such acknowledgement or another Incomplete Data Package Notice within such [***] after which period, the Option Deadline would occur pursuant Exercise Data Package will be deemed complete. Following Company’s delivery to Section 4.1.1 shall thereafter be triggered on the date Vertex of Vertex’s receipt of the additional information requested by Vertex to a complete such OEDP. In additionOption Exercise Data Package, Vertex shall will have the right right, prior to the Option Deadline, to reasonably request additional information relating to the applicable Collaboration Target within [***] after delivery of the OEDPDevelopment Candidate, and Company will respond to any such requests reasonable request promptly with any such additional information that is in its possession or control, which information, prior to the License Effective Date, will be used by Vertex solely to determine whether to exercise its Option with respect to such Collaboration TargetControl; provided that Company shall in no event be required to conduct any new or additional Research or other activities to generate any such additional information or records. In addition, upon Vertex’s request at any time prior to identification of a Candidate Drug for a Collaboration Target, but no more than [***], Company will provide Vertex with an interim data package containing the information that would be required to be included in an OEDP for such Collaboration Target in the form and to the extent that any such information is then available for any Collaboration Compounds directed against such Collaboration Target (an “Early OEDP”), which Early OEDP, prior to the License Effective Date, shall be used by Vertex solely to determine whether to exercise its Option with respect to such Collaboration Target. For clarity, any such delivery of an Early OEDP under this Section 2.6 shall not constitute delivery of a complete OEDP and shall not trigger the [***] after which the Option Deadline would occur pursuant to Section 4.1.1information.