Common use of Option Exercise Payment Clause in Contracts

Option Exercise Payment. Within thirty (30) days of each exercise by Merck of the Merck Option for an Option Subject Compound under Section 5.3, Merck shall pay to NGM the following non-refundable, non-creditable option exercise payments (a) Twenty Million United States Dollars ($20,000,000.00) in the event Merck exercises an Ophthalmology Merck Option and (b) Six Million United States Dollars ($6,000,000.00) in the event Merck exercises a CVM Merck Option or the [***] Merck Option (each, an “Option Fee”); provided, however, that, (i) the combined Option Fee for the exercise of the first Ophthalmology Merck Option for an Anti-C3 Collaboration Compound together with exercise of the Alternative Ophthalmology Merck Option shall be either (A) a total of Forty Million United States Dollars ($40,000,000) if at the time of such exercise no anti-[***] Collaboration Compound has been designated a Research Program Development Candidate or (B) a total of Forty-Five Million United States Dollars ($45,000,000) if at the time of such exercise one or more anti-[***] Collaboration Compound(s) has been designated a Research Program Development Candidate; and (ii) in the event that Antitrust Approvals are required, in connection with the exercise of a particular Merck Option, in accordance with Section 16.18.2, then such payment shall not be due until the later of [***] after such exercise or the receipt of such Antitrust Approvals; provided, further, that, if any requisite Antitrust Approval is not received or is no longer being sought, then: (A) Merck shall promptly notify NGM; (B) such Merck Option will be deemed to not have been exercised within the applicable Option Period; (C) no Option Fee will be due in connection with such Merck Option; (D) no rights or licenses will be granted pursuant to Section 5.4 in connection with such Merck Option; and (E) the relevant Option Subject Compound and its Related Compounds shall not become Optioned Compounds but instead shall be deemed to have been rejected by Merck for a Technical Issue (regardless of how such an issue is described in Section 5.3.3) and shall be subject to Section 5.3.3. If Merck exercises an option pursuant to Section 5.3 for an Option Subject Compound that is a [***].

Option Exercise Payment. Within thirty (30) days of each exercise by Merck of the Merck Option for an Option Subject Compound under Section 5.3, Merck shall pay to NGM the following a non-refundable, non-creditable option exercise payments (a) payment of Twenty Million United States Dollars ($20,000,000.00) in the event Merck exercises an Ophthalmology Merck Option and (b) Six Million United States Dollars ($6,000,000.00) in the event Merck exercises a CVM Merck Option or the [***] Merck Option (each, an “Option Fee”); provided, however, that, (i) the combined Option Fee for the exercise of the first Ophthalmology Merck Option for an Anti-C3 Collaboration Compound together with exercise of the Alternative Ophthalmology Merck Option shall be either (A) a total of Forty Million United States Dollars ($40,000,000) if at the time of such exercise no anti-[***] Collaboration Compound has been designated a Research Program Development Candidate or (B) a total of Forty-Five Million United States Dollars ($45,000,000) if at the time of such exercise one or more anti-[***] Collaboration Compound(s) has been designated a Research Program Development Candidate; and (ii) in the event that Antitrust Approvals are required, in connection with the exercise of a particular Merck Option, in accordance with Section 16.18.216.17.2, then such payment shall not be due until the later of [***] after days of such exercise or the receipt of such Antitrust Approvals; provided, further, that, if any requisite Antitrust Approval is not received or is no longer being sought, then: : (Aa) Merck shall promptly notify NGM; (Bb) such Merck Option will be deemed to not have been exercised within the applicable Option Period; (Cc) no Option Fee will be due in connection with such Merck Option; (Dd) no rights or licenses will be granted pursuant to Section 5.4 in connection with such Merck Option; and (Ee) the relevant Option Subject POC Compound and its Related Compounds shall not become Optioned Compounds but instead shall be deemed to have been rejected by Merck for a Technical Issue (regardless of how such an issue is described in Section 5.3.3) and shall be subject to Section 5.3.3. If Merck exercises an option pursuant For clarity no Option Fee shall be payable with respect to Section 5.3 for an Option Subject Compound that is a [***]any NP201 Compounds, which are subject to the exclusive license set forth in Article 3 as of the Effective Date.

Option Exercise Payment. Within thirty (30) days of each exercise by Merck of the Merck Option for an Option Subject Compound under Section 5.3, Merck shall pay to NGM the following a non-refundable, non-creditable option exercise payments (a) payment of Twenty Million United States Dollars ($20,000,000.00) in the event Merck exercises an Ophthalmology Merck Option and (b) Six Million United States Dollars ($6,000,000.00) in the event Merck exercises a CVM Merck Option or the [***] Merck Option (each, an “Option Fee”); provided, however, that, (i) the combined Option Fee for the exercise of the first Ophthalmology Merck Option for an Anti-C3 Collaboration Compound together with exercise of the Alternative Ophthalmology Merck Option shall be either (A) a total of Forty Million United States Dollars ($40,000,000) if at the time of such exercise no anti-[***] Collaboration Compound has been designated a Research Program Development Candidate or (B) a total of Forty-Five Million United States Dollars ($45,000,000) if at the time of such exercise one or more anti-[***] Collaboration Compound(s) has been designated a Research Program Development Candidate; and (ii) in the event that Antitrust Approvals are required, in connection with the exercise of a particular Merck Option, in accordance with Section 16.18.216.17.2, then such payment shall not be due until the later of [***] after days of such exercise or the receipt of such Antitrust Approvals; provided, further, that, if any requisite Antitrust Approval is not received or is no longer being sought, then: (Aa) Merck shall promptly notify NGM; (Bb) such Merck Option will be deemed to not have been exercised within the applicable Option Period; (Cc) no Option Fee will be due in connection with such Merck Option; (Dd) no rights or licenses will be granted pursuant to Section 5.4 in connection with such Merck Option; and (Ee) the relevant Option Subject POC Compound and its Related Compounds shall not become Optioned Compounds but instead shall be deemed to have been rejected by Merck for a Technical Issue (regardless of how such an issue is described in Section 5.3.3) and shall be subject to Section 5.3.3. If Merck exercises an option pursuant For clarity no Option Fee shall be payable with respect to Section 5.3 for an Option Subject Compound that is a [***]any NP201 Compounds, which are subject to the exclusive license set forth in Article 3 as of the Effective Date.