Common use of Option Exercise Clause in Contracts

Option Exercise. With respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: a. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; b. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; c. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: i. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; ii. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; iii. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With respect (a) For each Program, Servier shall have an exclusive option to obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program DARTs and Licensed Products from such Program in the Field in the Servier Territory (each Company License an “Option, to ”). Servier may exercise each such Company License Option, Company shall give Option by providing MacroGenics written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s * after the receipt of the applicable Disclosure Notice Option Trigger Data Package for the corresponding Program (such period as it may be extended in accordance with the terms of this Agreement, the each an “Option Period”). In the event that Company exercises a Company License Option during the Option PeriodServier elects to exercise an Option, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. Ifit shall, no later than the end of [**] calendar days following Company’s receipt the last day of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so for such Option, deliver to MacroGenics (i) written notice specifying that it expires on Servier has elected to exercise the date that is [**] calendar days after Option, and (ii) payment of the corresponding License Grant Fee. Provided Servier has properly exercised the Option in accordance with the preceding sentence, the later of the date of the first filing written notice and receipt by MacroGenics of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion License Grant Fee shall be the “License Grant Date” of the applicable Prosecution Costs within [**] calendar days after presentation resulting Licensed Program. The Research Term and Option Period will be deemed to have ended for such Program, and the License Term of such Licensed Program will be deemed to have commenced, on such License Grant Date. (b) Upon the exercise by Servier of an invoice therefore (including reasonably detailed back-up Option in accordance with this Section 3.3, the provisions set forth in Sections 4.1, 4.2 and 4.3 of this Agreement shall constitute the terms and conditions of the license and sublicense rights granted by MacroGenics to Servier with respect to Licensed Products and the MacroGenics IP from the Licensed Program that was licensed under such Option in the Field in the Servier Territory, and by Servier to MacroGenics with respect to Servier IP and Licensed Products from such Licensed Program in the Field in the MacroGenics Territory. During each period commencing on the Effective Date and ending on the expiration of an Option Exercise Period, MacroGenics will not grant a license or other rights to any Third Party or take any other action that would prevent MacroGenics from being able to grant to Servier the license set forth in Section 4.1 for the charges shown thereon), then Program that is subject to such Option. In the event Servier does not exercise the Option for a Program during the applicable Option Period and applicable Company License Exercise Period, with regard to such Program Servier (i) Servier’s Option shall terminate immediately upon written notice expire and all right and interest with respect to Company by Broad. Any the Program DARTs, Licensed Products and MacroGenics IP for such non-payment of Prosecution Costs in any calendar year Program shall be considered a material breach of this Agreement. Company revert to MacroGenics; (ii) Servier shall not have the no right to prepareor interest in such Program DARTs and Licensed Products; (iii) the license granted to Servier under Section 3.3.1 shall terminate; (iv) the licenses and other rights granted under ARTICLE 4 shall have no force or effect; (v) Servier shall and hereby does assign and transfer to MacroGenics all right, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review title and comment on any draft patent application covering an Invention subject interest in and to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(sSupplemental Data; (vi) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information.”***

Option Exercise. With respect Concurrently with the delivery of notice of acceleration of the Senior Secured Notes to each the Company License Option(or, to exercise in the case of an acceleration without prior required notification, upon the occurrence of the event triggering such Company License Optionacceleration), the Company shall give written notice (an “Option Notice”) to the Subordinated Noteholders with a copy to the holders of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter Senior Noteholders (the “Negotiation PeriodCompany’s Notice”), referring to Section 3 of this Waiver and Consent; conveying the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt offer of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising Subordinated Noteholders to purchase the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires remaining outstanding Senior Secured Notes on the date same terms and conditions as the purchase of the Senior Secured Notes held by I▇▇▇▇▇▇ & S▇▇▇▇▇ Value Partners L.P.; specifying that is [**] calendar days the closing of the purchase and sale of the Senior Secured Notes shall occur at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & B▇▇▇▇ LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at 10:00 am local time on the twentieth (20th) Business Day after the date of the first filing Company’s Notice or at such other place, date and time as the Agent and the Subordinated Noteholders may mutually agree (the “Closing”); specifying the purchase price to be paid for the Senior Secured Notes (the “Purchase Price”) in cash in immediately available funds wire transferred for deposit to an account identified in the Company’s Notice, and identifying the payees. The Subordinated Noteholders shall have a period of fifteen (15) Business Days from the date of the first patent application Company’s Notice to elect to exercise their option in whole only and to make their irrevocable offer to purchase the remaining Senior Secured Notes by delivering a written notice of exercise and offer to the Company with a copy to the Agent (provisional or utility) covering such Inventionthe “Exercise Notice”). If after providing an Extension Notice, Company fails to pay any portion The delivery of the applicable Prosecution Costs within [**] calendar days after presentation of Exercise Notice shall constitute an invoice therefore (including reasonably detailed back-up irrevocable commitment to purchase such Senior Secured Notes for the charges shown thereon), then Purchase Price at the applicable Option Period Closing. Such Notice shall identify the purchasers of the Senior Secured Notes and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year allocate and specify the Senior Secured Notes which shall be considered a material breach purchased by the individual Subordinated Noteholders. At the Closing original copies of this Agreement. Company the Senior Secured Notes shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject be delivered to the applicable Company License OptionSubordinated Noteholders or their duly authorized agent in a form transferable by delivery free and clear of all liens, on charges and encumbrances arising by, through or under the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationSenior Noteholders.”

Option Exercise. With respect (a) Servier shall have the exclusive option to each Company License obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program Antibodies and Licensed Products in the Field in the Servier Territory (the “Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [). **] calendar days following Company’s receipt of the applicable Disclosure Notice * (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during Servier elects to exercise the Option PeriodOption, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. Ifit shall, no later than the end of [**] calendar days following Company’s receipt the last day of the applicable Disclosure NoticeOption Period, Company notifies Broad deliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Option, and (ii) payment of the License Grant Fee. Provided Servier has properly exercised the Option in writing that Company has a possible interest in exercising accordance with the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written noticepreceding sentence, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after later of the date of the first filing written notice and receipt by MacroGenics of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year Grant Fee shall be considered a material breach the “License Grant Date” for purposes of this Agreement. Company The Research Term and Option Period will be deemed to have ended, and the License Term will be deemed to have commenced, on the License Grant Date. (b) Upon the exercise by Servier of the Option in accordance with this Section 3.3, the provisions set forth in Sections 4.1, 4.2 and 4.3 of this Agreement shall constitute the terms and conditions of the license and sublicense rights granted by MacroGenics to Servier with respect to Licensed Products and the MacroGenics IP in the Field in the Servier Territory, and by Servier to MacroGenics with respect to Servier IP and Licensed Products in the Field in the MacroGenics Territory. During the period commencing on the Effective Date and ending on the expiration of the Option Exercise Period, MacroGenics will not grant a license or other rights to any Third Party or take any other action that would prevent MacroGenics from being able to grant to Servier the license set forth in Section 4.1. In the event Servier does not exercise the Option during the Option Exercise Period, Servier shall have no further rights hereunder with respect to MacroGenics IP and/or Licensed Products, the right license granted to prepare, file, prosecute Servier under Section 3.3.1 shall terminate and the licenses and other rights granted under ARTICLE 4 shall have no force or maintain any Optioned IP; provided, however, that during an effect. (c) In the event Servier does not exercise its Option rights prior to the end of the Option Period, Broad (i) Servier’s Option shall permit Company to review expire and comment on any draft patent application covering an Invention subject all right and interest with respect to the applicable Company License OptionProgram Antibodies, Licensed Products and MacroGenics IP shall revert to MacroGenics; (ii) Servier shall have no right to or interest in such Program Antibodies, Licensed Products and MacroGenics IP; and (iii) Servier shall and hereby does assign and transfer to MacroGenics all right, title and interest in and to the Supplemental Data and the Servier Collaboration IP that is created by or on the express condition that Company will not propose any claim amendment behalf of Servier or new claim that it believesits Affiliates, or has reason to believeboth, would result whether solely or jointly with MacroGenics, in the addition course of new inventor(s) to conducting activities under the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationResearch Plan.”

Option Exercise. With respect to each Company License Option, to Vertex may exercise such Company License Option, Company shall give its Options for one or more Development Candidates arising under a Collaboration Program by providing written notice to Company (an the “Option Exercise Notice”) of at any time between the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice Effective Date and ending on the date that is [***] calendar days thereafter after Company delivers to Vertex a complete Option Exercise Data Package for the final Development Candidate for such Collaboration Program as determined by the JAC (the “Negotiation PeriodOption Deadline”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”)For clarity, the Option Period shall Deadline for the Development Candidates under each Collaboration Program will be extended so that it expires calculated based on the date that Company delivers a complete Option Exercise Data Package for such final Development Candidate, and will not be calculated based on the date, if applicable, that Company delivers an Option Exercise Data Package for such final Development Candidate that is [**] calendar days after incomplete or otherwise does not conform to the date requirements of this Agreement as evidenced by an Incomplete Data Package Notice. The Option Exercise Notice will specify the first filing of the first patent application (provisional or utilityDevelopment Candidate(s) covering such Inventionwith respect to which Vertex intends to exercise its Options. If after providing Vertex delivers an Extension NoticeOption Exercise Notice to Company with respect to one or more Development Candidates arising under a Collaboration Program prior to the Option Deadline, then Vertex will pay Company the Option Exercise Fee in accordance with Section 7.3 with respect to each such Development Candidate. On the License Effective Date for any such Development Candidate, (a) the applicable Collaboration Target will automatically become a “Vertex Target,” and (b) Company will automatically grant to Vertex the Exclusive License for such Development Candidate and the corresponding Licensed ETBs and Licensed Products. On a Development Candidate-by-Development Candidate basis, if Vertex fails to pay any portion of provide an Option Exercise Notice in accordance with this Section 4.1.2 with respect to a Development Candidate prior to the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon)Option Deadline, then the applicable Option Period for such Development Candidate will expire and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any be of no further force or effect and, for clarity: such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company Development Candidate shall not be a Licensed ETB; any Agreement Know-How pertaining solely to such Development Candidate shall not be deemed Product Agreement Know-How; and Vertex shall have the right no rights in or to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationsuch Development Candidate.”

Option Exercise. With respect (a) Prior to each Company License Optionthe expiration of the Canal 3 Option Period (or, if the Canal 3 Option is exercised, the Canal 3 Option Closing), NRG shall, and shall cause its Affiliates to, give GenOn and GenOn’s Affiliates and representatives full access to the books and records, personnel of, and other reasonably requested information or access relating to Canal 3, Canal 3 Development LLC or any assets related thereto. GenOn may exercise such Company License Option, Company shall give the Canal 3 Option by delivering written notice (an the “Canal 3 Option Notice”) to NRG at any time during the Canal 3 Option Period. Until the expiration of the Canal 3 Option Period, NRG shall be restricted from transferring, selling, assigning or otherwise disposing of its interests in and to Canal 3 other than to GenOn or any of GenOn’s Affiliates without GenOn’s prior written consent. Following delivery of the Canal 3 Option Notice, (i) GenOn and NRG shall, as promptly as possible, (A) make, or cause to be made, all filings and submissions (including those under the HSR Act) required under any law applicable to such Person or its Affiliates in connection with the purchase of Canal 3 Development LLC, (B) use commercially reasonable efforts to obtain (or cause to be obtained) all consents authorizations orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of the Canal 3 Assignment (as defined below) and (C) reasonably cooperate with one another and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals and not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorization, orders and approvals, and (ii) three business days after receipt of such approvals, GenOn shall pay the Canal 3 Option Price and NRG shall or shall cause its Affiliates to deliver the purchased interests (the “Canal 3 Option Closing”) pursuant to delivery of an Assignment of Membership Interests Agreement executed by GenOn, NRG Gas Development Company, LLC, and NRG substantially in the form attached hereto as Exhibit C (the “Canal 3 Assignment”). If, for any reason, GenOn does not pay the Canal 3 Option Price by such date (other than due to the failure of NRG or any of its Affiliates to execute and deliver the Canal 3 Assignment and/or to consummate the transactions contemplated thereby), the Canal 3 Option will be deemed to have been forfeited. NRG hereby consents to the taking of any steps by GenOn (or its designees exercising the Canal 3 Option) that ▇▇▇▇▇ ▇▇▇▇▇ are reasonably necessary to effect any ministerial legal formalities in relation to such transfer, subject to NRG’s right to consent to any filing of record in the applicable real property records, such consent not to be unreasonably withheld. (b) Prior to the expiration of the Avon Lake Option Period (or, if the Avon Lake Option is exercised, the Avon Lake Option Closing), NRG shall, and shall cause its Affiliates to, give GenOn and GenOn’s Affiliates and representatives full access to the books and records, personnel of, and other reasonably requested information or access relating to the Avon Lake Pipeline, NRG Ohio Pipeline Company LLC or any assets related thereto. GenOn may exercise the Avon Lake Option by delivering written notice (the “Avon Lake Option Notice”) to NRG at any time during the Avon Lake Option Period. Until the expiration of the Avon Lake Option Period, NRG shall be restricted from transferring, selling, assigning or otherwise disposing of the interests in and to NRG Ohio Pipeline Company LLC other than to GenOn or any of GenOn’s Affiliates without GenOn’s prior written consent. Following delivery of the Avon Lake Option Notice, (i) GenOn and NRG shall, as promptly as possible, (A) make, or cause to be made, all filings and submissions (including those under the HSR Act) required under any law applicable to such Person or its Affiliates in connection with the purchase of the Avon Lake Pipeline, (B) use commercially reasonable efforts to obtain (or cause to be obtained) all consents authorizations orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of the Avon Lake Assignment (as defined below) and (C) reasonably cooperate with one another and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals and not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorization, orders and approvals (provided, however, that with respect to each of (A) and (B), NRG shall not be required to perform such actions with respect to any Ohio State regulatory proceedings), and (ii) three business days after receipt of such approvals, GenOn shall pay the Avon Lake Option Price and NRG shall, or shall cause its Affiliates to, deliver the purchased interests (the “Avon Lake Option Closing”) pursuant to delivery of an Assignment of Membership Interests Agreement executed by GenOn and NRG, substantially in the form attached hereto as Exhibit D (the “Avon Lake Assignment”), which shall be consummated substantially contemporaneously therewith. If, for any reason GenOn does not pay the Avon Lake Option Price within such date (other than due to the failure of NRG or any of its Affiliates to execute and deliver the Avon Lake Assignment and/or to consummate the transactions contemplated thereby), the Avon Lake Option will be deemed to have been forfeited. If all required regulatory approvals for the Avon Lake Option Closing have not been received within four months of the exercise of such Company License Option within [**] calendar days following Company’s receipt option, either Party may terminate such option with no further liability. NRG hereby consents to the taking of any steps by GenOn (or its designees exercising the applicable Disclosure Notice (Avon Lake Option) that ▇▇▇▇▇ ▇▇▇▇▇ are reasonably necessary to effect any ministerial legal formalities in relation to such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, thentransfer, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date NRG’s right to consent to any filing of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate record in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Noticereal property records, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company which shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationunreasonably withheld.”

Option Exercise. With respect (a) The Company acknowledges and agrees that this Agreement is intended to each Company License Optionafford Buyer and Merger Sub an Option to proceed with the Merger or to not proceed with the Merger, in the sole discretion of Buyer and Merger Sub. Buyer may make an election to exercise such Company License Option, Company shall give written notice (an “the Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option at any time during the Option Period. Such exercise shall be made by Buyer delivering to the Company written notice of such exercise in the form attached hereto as Exhibit G (such notice, the “Exercise Notice”). The Company acknowledges and agrees that the delivery of the Exercise Notice does not in any way commit Buyer or Merger Sub to proceed with the Merger and is only a then-present statement to proceed with the Merger and to initiate pre-Closing actions by the Parties. Notwithstanding the foregoing, subject to Buyer may deliver an Exercise Notice only once. (b) Within ten (10) days following receipt by the Company of the Exercise Notice or such later date as mutually agreed in writing by Buyer and the Company, the Company shall prepare and deliver the Disclosure Schedule, in good faith and consistent with the definition set forth in Section 2.4.3 (Participating Institution Approval)1.65, during as if the period beginning on representations and warranties contained in ARTICLE 5 were made as of the date of delivery of the Option Notice and ending Disclosure Schedule (the “Schedule Delivery Date”). (c) Buyer shall have the right at any time before 5:00 p.m. Eastern time on the date that is [**] calendar ten (10) days thereafter following the Schedule Delivery Date (the “Negotiation Exercise Withdrawal Period”), to elect, in its sole discretion, to cause the Parties shall negotiate Company and Merger Sub to consummate the Merger (subject to satisfaction of the conditions set forth in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licenseesSection 4.2) by delivery to the Company of a written notice of such election in the form attached hereto as Exhibit H (a “Closing Notice”). IfFrom the Schedule Delivery Date, no later than the end of [**] calendar days following Company and the Company’s receipt employees, consultants and advisers shall promptly respond to any reasonable due diligence requests from Buyer. To the extent the Disclosure Schedule delivered on the Schedule Delivery Date contains a change from the draft Disclosure Schedule delivered as part of the applicable Disclosure Notice, Company notifies Broad in writing IND Package that Company has could reasonably be expected to have a possible interest in exercising material impact on the Company License ability of Buyer to evaluate the Option and agrees to pay or consummate the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written noticeMerger, the “Extension Notice,” and such costsBuyer may delay submitting the Closing Notice for up to thirty (30) days, without prejudice, to sufficiently review the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationDisclosure Schedules.”

Option Exercise. With (a) To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of such Company License this Option. (b) Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods: 1. Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date; 2. Following your Termination due to your death, or upon your death if it occurs within [**] calendar three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date; 3. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days following Company’s receipt after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Date. To the extent this Option is not exercised before the end of the applicable Disclosure Notice (such period as it may be extended post-termination exercise period, in accordance with the terms of this Agreement, exercise procedures established by the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails will expire as to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention all Shares remaining subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationthereto.”

Option Exercise. With respect Buyer and Seller acknowledge and agree that (1) Seller does not currently own the Property and leases the Property from Existing Owner pursuant to each Company License the Existing Lease; and (2) the Existing Lease contains a purchase option pursuant to which Seller has the right to purchase the Property from Existing Owner (the “Purchase Option”), which Purchase Option must be exercised on or prior to October 31, 2005. Provided (A) Buyer does not exercise such Company License Optionits unilateral right to terminate this Agreement pursuant to Section 4.1 hereof; and (B) Buyer timely deposits the Additional Deposit, Company Seller shall give written notice (an “exercise the Purchase Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended strictly in accordance with the terms of this Agreementthe Existing Lease promptly, and in any event within two (2) business days, after receipt of confirmation from Escrowee of its receipt of the Additional Deposit. From and after its exercise of the Purchase Option, Seller shall comply with all of its obligations pursuant to the Existing Lease related to the acquisition of the Property and otherwise and promptly acquire the Property in accordance with the requirements of the Existing Lease. Seller shall regularly apprise Buyer concerning its efforts to acquire the Property pursuant to the Existing Lease. If the Existing Lease entitles Seller, as optionee, to make any election, or exercise any right relative to the condition of the Property, title thereto or otherwise, Seller shall notify Buyer of such right or election, in writing, and shall make such election or exercise such right as directed by Buyer. Seller shall use all commercially reasonable efforts to acquire the Property subject only to the Permitted Exceptions (as hereinafter defined) approved by Buyer pursuant to Section 5 hereof. The date upon which Seller acquires the Property is herein referred to as the “Option PeriodExisting Land Closing”). In the event that Company exercises a Company License Option during Seller is unable to acquire the Option PeriodProperty from Existing Owner and proceed to the Existing Land Closing on or prior to January 31, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter 2006 (the “Negotiation PeriodOutside Closing Date”)) for any reason other than a default by Buyer hereunder, the Parties Buyer shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain terminate this Agreement by delivery of written notice to Seller at any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review time after the Outside Closing Date and comment on any draft patent application covering an Invention subject prior to the applicable Company License Optionacquisition of the Property by Seller, on in which event (A) the express condition that Company will not propose Deposit shall be promptly returned to Buyer; (B) Seller shall promptly reimburse Buyer for all reasonable, third party costs paid or incurred by Buyer to conduct its Due Diligence Inspection (as hereinafter defined), negotiate this Agreement and the New Lease and pursue the transactions contemplated hereby (the “Buyer Transaction Costs”) up to a maximum of $40,000, and in any claim amendment or new claim that it believesevent within five (5) business days, or has reason to believe, would result in after the addition presentation of new inventor(s) to invoices therefore (which obligation shall survive the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms termination of this Section 2.4.2 Agreement); and (Option ExerciseC) neither party shall be referred to herein as “Application Informationhave any further liability or obligation hereunder, except for those liabilities or obligations that expressly survive a termination of this Agreement.”

Option Exercise. With AbbVie may, in its sole discretion, exercise the Option at any time prior to the expiration of the Option Exercise Period, subject to Section 4.3 (HSR), by providing written notice of such to Licensor (“Option Exercise Notice”). Promptly following the Option Exercise Data Package Trigger Event, Licensor shall provide AbbVie with the Option Exercise Data Package, an updated disclosure schedule with respect to each Company License OptionLicensor’s representations and warranties, to exercise such Company License Option, Company shall give written notice be set forth on Schedule 4.2 (Option Exercise Disclosure Schedule) and an “Option Notice”) updated list of the exercise of such Company License Option within [**] calendar days following CompanyLicensor Product Patents that are Existing Patents. Following AbbVie’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with Option Exercise Data Package until the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date expiration of the Option Notice Exercise Period, AbbVie shall have the opportunity to review and ending on inspect the date that is [**] calendar days thereafter Option Exercise Data Package, request access to all Information generated in the performance of the activities set forth in the Development Plan (the “Negotiation Period”which Licensor shall provide to AbbVie as soon as possible following such request), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end and to ask questions of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IPreceive timely answers from Licensor related thereto; provided, however, that during an Option Period, Broad Licensor shall permit Company not be obligated to review and comment on provide access to any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition Information that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would (A) result in the addition loss of new inventor(sthe protection of any attorney-client privilege held by Licensor or (B) violate any Applicable Law. If, during the Option Exercise Period, AbbVie provides written notice to Licensor that it does not believe the application Option Exercise Data Package provided contains the required information then (a) the Option Exercise Period shall be tolled, (b) Licensor shall provide to AbbVie an updated Option Exercise Data Package containing the required information as promptly as practicable, and (c) the Option Exercise Period shall commence following the date of delivery of the updated Option Exercise Data Package containing the required information; provided that if Licensor in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, good faith believes that the decision Option Exercise Data Package is complete after the first extension, then the dispute shall be [†]. If the resolution of such dispute is that the Option Exercise Data Package is complete, the Option Exercise Data Package shall be deemed to be complete, and the Option Exercise Period shall expire on the content later of: (i) the expiration date of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms original Option Exercise Period, as tolled under clause (a) above, and (ii) [†] following the date that the Parties receive written notice of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationsuch decision.”

Option Exercise. With Acquiror shall have thirty (30) days from the date on which a Trigger Notice is delivered (the "OPTION RESPONSE PERIOD") to conduct, at and with respect to each Company License Optionthe applicable Option Project, subject to the terms and requirements of Paragraph 5, all of the deliveries, tests, inquiries and inspections described in Paragraph 5 with respect to the then-applicable Option Project(s) and to advise JB, on behalf of the owner of such Option Project, in writing (the "OPTION RESPONSE NOTICE"), as to whether or not Acquiror exercises its Purchase Option with respect to that particular Option Project. The Option Response Period shall be subject to extension on the terms and conditions provided in Subparagraph 5(b) with respect to the performance of an Additional Assessment concerning and with respect to the then-applicable Option Project(s) if Acquiror reasonably determines that an Additional Assessment is warranted in connection with that Option Project(s). If Acquiror fails to timely deliver an Option Response Notice or otherwise declines to exercise such Company License Optionits Purchase Option on an Option Project, Company Acquiror shall give be deemed to have automatically and irrevocably waived its Purchase Option with respect to that particular Option Project, and Acquiror shall execute and deliver to Contributor (upon Contributor's written notice request) any documents (an “Option Notice”in recordable form) reasonably requested by Contributor to reflect the termination of the exercise of such Company License Purchase Option within [**] calendar days following Company’s receipt with respect to that Option Project. JB hereby covenants and agrees that, during any Option Response Period, JB shall use his reasonable, diligent and good faith efforts to cause the owner of the applicable Disclosure Notice (such period as it may be extended in accordance Option Project(s) to provide Acquiror, its agents, employees and representatives with access to, and the terms of this Agreementability to perform the inspections contemplated under Paragraph 5 at, the “applicable Option Period”)Project, but subject to all of the requirements and restriction imposed under Paragraph 5. In the event that Company Acquiror exercises a Company License Option during the Option Periodits option with respect to Project No. 52, thenJB agrees to use his reasonable, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice diligent and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than efforts to cause the end of [**] calendar days following Company’s receipt owner of the applicable Disclosure Notice, Company notifies Broad Option Project(s) to complete the legal subdivision (the "SUBDIVISION") of Project No. 52 such that the municipality in writing that Company has a possible interest in exercising which such Project is located permits the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject conveyance of such Disclosure Notice (such written notice, the “Extension Notice,” Project as a separate and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Inventiondistinct parcel. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject Notwithstanding anything to the applicable Company License Optioncontrary contained herein, on Acquiror shall have no obligation to consummate the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in closing of Project No. 52 unless and until the addition Subdivision of new inventor(s) to the application in questionProject No. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information52 occurs.”

Option Exercise. With respect (a) For each Program, Servier shall have an exclusive option to obtain an exclusive license under MacroGenics IP to Research, Develop and Commercialize Program DARTs and Licensed Products from such Program in the Field in the Servier Territory (each Company License an “Option, to ”). Servier may exercise each such Company License Option, Company shall give Option by providing MacroGenics written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s * after the receipt of the applicable Disclosure Notice Option Trigger Data Package for the corresponding Program (such period as it may be extended in accordance with the terms of this Agreement, the each an “Option Period”). In the event that Company exercises Servier elects to exercise an Option, it shall, no later than *** = Portions of this exhibit have been omitted pursuant to a Company License Option during request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. the end of the last day of the Option PeriodPeriod for such Option, thendeliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Option, subject to Section 2.4.3 and (Participating Institution Approval)ii) payment of the corresponding License Grant Fee. Provided Servier has properly exercised the Option in accordance with the preceding sentence, during the period beginning on later of the date of the written notice and receipt by MacroGenics of the License Grant Fee shall be the “License Grant Date” of the resulting Licensed Program. The Research Term and Option Notice Period will be deemed to have ended for such Program, and the License Term of such Licensed Program will be deemed to have commenced, on such License Grant Date. (b) Upon the exercise by Servier of an Option in accordance with this Section 3.3, the provisions set forth in Sections 4.1, 4.2 and 4.3 of this Agreement shall constitute the terms and conditions of the license and sublicense rights granted by MacroGenics to Servier with respect to Licensed Products and the MacroGenics IP from the Licensed Program that was licensed under such Option in the Field in the Servier Territory, and by Servier to MacroGenics with respect to Servier IP and Licensed Products from such Licensed Program in the Field in the MacroGenics Territory. During each period commencing on the Effective Date and ending on the date expiration of an Option Exercise Period, MacroGenics will not grant a license or other rights to any Third Party or take any other action that would prevent MacroGenics from being able to grant to Servier the license set forth in Section 4.1 for the Program that is [**] calendar days thereafter (subject to such Option. In the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), event Servier does not exercise the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then a Program during the applicable Option Period and applicable Company License Exercise Period, with regard to such Program Servier (i) Servier’s Option shall terminate immediately upon written notice expire and all right and interest with respect to Company by Broad. Any the Program DARTs, Licensed Products and MacroGenics IP for such non-payment of Prosecution Costs in any calendar year Program shall be considered a material breach of this Agreement. Company revert to MacroGenics; (ii) Servier shall not have the no right to prepareor interest in such Program DARTs and Licensed Products; (iii) the license granted to Servier under Section 3.3.1 shall terminate; (iv) the licenses and other rights granted under ARTICLE 4 shall have no force or effect; (v) Servier shall and hereby does assign and transfer to MacroGenics all right, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review title and comment on any draft patent application covering an Invention subject interest in and to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(sSupplemental Data; (vi) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information.”***

Option Exercise. With respect If at any time during the term of this Agreement (i) Licensor and its sublicensees have abandoned all activities related to each Company License Optionresearch, development and commercialization of all Intellect Products that are covered by the Licensed Patents ("Covered Intellect Program") and (ii) no licenses granted by Licensor under the Licensed Patents (other than the licenses granted to exercise such Company License OptionLicensees under this Agreement) remain in force, Company Licensor shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice notify Licensees in writing (such period notice referred to herein as it may be extended in accordance with the terms of this Agreement, the “Option Period”a "Cessation Notice"). In Licensor shall have sole discretion to identify the event circumstances and timing that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 constitute an abandonment described in clause (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utilityi) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IPabove; provided, however, that during a failure by Licensor to incur expenses relevant to such Covered Intellect Program of more than [*****], shall constitute such an abandonment. Licensor shall deliver the Cessation Notice to Licensees within [*****] that the conditions set forth in clauses (i) and (ii) are met. The Option granted to Licensees under Section 2.05(a) above may be exercised by Licensees within [*****] (the "Option Period") after receipt of the Cessation Notice. If Licensees wish to exercise the Option, Broad Licensees shall permit Company provide Licensor or its legal representatives with written notice (the "Option Exercise Notice") of an election to review so exercise the Option. Following delivery of the Option Exercise Notice, Licensor shall and comment on any draft patent application covering an Invention subject hereby does assign and agree to assign to Licensees all of Licensor's right, title and interest in and to the applicable Company License Option, on the express condition that Company will not propose any claim amendment Licensed Patents and shall execute and deliver to Licensees one or new claim that it believes, or has reason to believe, would result more confirmatory patent assignments covering all such Licensed Patents in the addition form set forth in Exhibit B hereto, as such form may be revised by Licensees to reflect the specific filing requirements of new inventor(seach relevant patent authority in the Territory. Further, Licensor shall execute and deliver to Licensees all documents and perform all acts requested by Licensees for the purposes of (a) documenting and/or recording the assignment of the Licensed Patents to Licensees in all jurisdictions throughout the application Territory and (b) enabling Licensees or their designated Affiliates to prosecute and maintain the Licensed Patents in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that all jurisdictions throughout the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationTerritory.”

Option Exercise. With respect (a) Fortis and Sellers acknowledge and agree that this Option Agreement is intended to each Company License Optionafford FibroGen a fully-paid option to proceed with the Merger or to not proceed with the Merger in the Option Period, in the sole discretion of FibroGen. FibroGen may make an election to exercise the Option [*]. Such exercise shall be made by FibroGen delivering to Fortis written notice of such exercise in the form of Exhibit F before the Option Exercise Deadline (such notice, the “Exercise Notice”) and a subsequent Final Exercise Notice pursuant to Section 3.2(b). Fortis acknowledges and agrees that the delivery of the Exercise Notice does not in any way commit FibroGen to proceed with the Merger and is only a then-present statement to proceed with the Merger and to initiate pre-Closing actions by the Parties. (b) FibroGen may withdraw an Exercise Notice at any time prior to the Closing, provided that FibroGen shall be permitted to exercise such Company License Optionwithdrawal right only once. After review of the Updated Disclosure Schedule, Company FibroGen shall give deliver written notice to Fortis [*] of its intention to either (an i) withdraw the Exercise Notice and not proceed with the Merger (“Option Rejection Notice”) or (ii) proceed with the Merger (the “Final Exercise Notice”; and the date on which such notice is delivered, the “Final Exercise Date”). If FibroGen does not deliver a Final Exercise Notice or a Rejection Notice prior to the expiration of the exercise of such Company License Option within Due Diligence Review Period, then FibroGen shall be deemed to have sent a Rejection Notice. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (c) FibroGen shall be permitted to deliver the Exercise Notice [*]. If FibroGen withdraws the Exercise Notice [*] calendar days following Companyor sends (or is deemed to have sent) a Rejection Notice pursuant to Section 3.2(b), this Agreement shall automatically terminate. (d) Subject to the remedies set forth in Section 10.2, FibroGen’s receipt withdrawal of the applicable Disclosure Notice Exercise Notice, delivery of a Rejection Notice, or failure to deliver the Exercise Notice, shall not result in any Liability by FibroGen to Fortis or to the holders of Fortis Stock Options, Warrants or Fortis Capital Stock for any reason. (such period as it e) For the avoidance of doubt, [*] then the Closing may be extended occur after the Option Exercise Deadline in accordance with the terms of this Option Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with BroadFibroGen’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees right to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of withdraw such Disclosure Exercise Notice (such written notice, if it has not previously withdrawn an Exercise Notice) before the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationClosing.”

Option Exercise. With respect Subject to each Company License the terms and conditions contained herein, Tenant shall have a one (I) time option (the "Contraction Option, ") to exercise such Company License Option, Company terminate the Lease for the entirety of that portion of the Premises located on the highest floor within the Premises (the "Contraction Space") effective as the fifth (5th) anniversary of the Rent Commencement Date (the "Contraction Date"). The Contraction Option shall give be exercisable only by giving Landlord unconditional and irrevocable written notice (an “Option "Contraction Notice”") thereof no earlier than four hundred fifty (450) days, and no later than three hundred sixty (360) days, prior to the Contraction Date, time being of the essence. If Tenant elects to so terminate this Lease as to the Contraction Space, Tenant shall pay to Landlord a termination fee (the "Contraction Penalty") equal to the unamortized amount, as of the Contraction Date, of Landlord's Lease Expenses (as defined below) (such unamortized amount to be computed by amortizing Landlord's Lease Expenses over the Initial Lease Term, with interest at the rate of eight percent (8%) per annum on a straight line basis from the Rent Commencement Date) allocated to the Contraction Space. Fifty percent (50%) of the exercise Contraction Penalty shall be paid concurrently with delivery of such Company License Option the Contraction Notice and the remaining fifty percent (50%) of the Contraction Penalty shall be paid on the Contraction Date. As used herein, "Landlord's Lease Expenses" means only (i) the Space Plan Allowance, the Tenant Improvement Allowance and the Additional Allowance (as those terms are defined in the Work Letter), and (ii) all leasing fees and brokerage commissions incurred in connection with this Lease. For purposes of calculating the Contraction Penalty, Landlord's Lease Expenses shall be allocated to the Contraction Space by multiplying the Landlord's Lease Expense by a fraction, the numerator of which is the Rentable Square Feet of the Contraction Space and the denominator of which is the Rentable Square Feet of the Premises. Landlord shall provide to Tenant the total amount of Landlord's Lease Expenses (along with reasonable supporting backup documentation) within [**] calendar thirty (30) days following Company’s receipt Tenant's request therefor; and if Landlord has not provided such amount and documentation prior to Tenant's delivery of the applicable Disclosure Termination Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Periodhereunder, then, subject notwithstanding the foregoing, the Contraction Penalty shall be payable to Section 2.4.3 Landlord within thirty (Participating Institution Approval), during the period beginning 30) days following Tenant's receipt of such amount and documentation. Effective on the date Contraction Date, this Lease shall terminate as though the Lease Term had expired as to the Contraction Space and all provisions herein applicable to the expiration of the Option Notice Lease Term and ending the surrender of the Premises shall be applicable to the Contraction Space. If Tenant fails to timely exercise the Contraction Option, or fails to timely pay the Contraction Penalty in the amount and on the date that is [**] calendar days thereafter (the “Negotiation Period”)dates required herein, the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. Ifthen, no later than the end of [**] calendar days following Company’s receipt at Landlord's election, Tenant's exercise of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Contraction Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on null and void and this Lease shall continue in full force and effect as to the date that is [**] calendar days after the date entirety of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationPremises.”

Option Exercise. With respect to (a) For each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval)Collaboration Candidate, during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the ONO Option Period shall be extended so that it expires on applicable to such Collaboration Candidate, ONO may exercise the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up ONO Option for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon Collaboration Candidate by written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have FATE within the right to prepare, file, prosecute or maintain any Optioned IPapplicable ONO Option Period (the "Exercise Date"); provided, however, that if a Competition Law Filing (as defined below) is required in compliance with applicable Law, the effectiveness of such exercise will automatically be extended until the Clearance Date, and instead of being the date on which the ONO Option is exercised, the Exercise Date will be deemed to be the date that is the Clearance Date. Upon the Exercise Date for the Collaboration Candidate, the Collaboration Candidate for which the ONO Option has been exercised shall be designated a Collaboration Product for further Research, Development and Commercialization, unless and until this Agreement is terminated with respect to such Collaboration Product. For the avoidance of doubt, if FATE undergoes a Change of Control, ONO shall nonetheless be entitled to exercise the ONO Option as provided in this Section 2.4.3 (Option Exercise). If ONO does not exercise the ONO Option for a particular Collaboration Candidate during an the applicable ONO Option Period, Broad this Agreement will terminate with respect to such Collaboration Candidate pursuant to [***]. (b) If a filing or submission with respect to the exercise of such ONO Option under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") or any antitrust, competition or merger control Law applicable to such exercise (collectively, "Competition Laws" and such filing or submission "Competition Law Filings") are required, ONO shall permit Company provide, prior to review and comment its exercise of the ONO Option, a written notice to FATE that ONO has determined in good faith based on any draft patent application covering an Invention consultations with its counsel that the exercise of the ONO Option will be subject to any Competition Laws Filings, and then the provisions of Section 13.13 (Competition Law Filings) shall apply. FATE shall provide to ONO any information reasonably requested by ONO in its assessment of potential notifications under applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason Competition Laws pursuant to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 2.4.3(b) (Option Exercise) shall be referred to herein as “Application Information).”

Option Exercise. With respect to each Company License Option, to Gilead may exercise such Company License Option, Company shall give the Option (the “Option Exercise”) at any time during the Option Period by providing written notice thereof (an the “Option Exercise Notice”) to Agenus. Gilead shall deliver, together the Option Exercise Notice, a notice to Agenus which identifies the filings, notices, applications, or other submissions, if any, under Antitrust Law which Gilead determines are necessary or advisable in connection with the Option Exercise (“Antitrust Filings”), and Agenus shall deliver an updated Schedule 13.2 as of the exercise Option Exercise Date to the extent that Gilead has not received the Data Package as of such Company License date. Gilead’s rights and obligations hereunder in connection with the Option Exercise (including any licenses to be granted in connection therewith) shall become effective only upon the Option Closing Date (the “Option Effective Date”). If no Option Exercise occurs pursuant to Section 2.4 within the Option Period, then Gilead shall have no further rights with respect to Licensed Antibodies and Licensed Products under this Agreement. . As soon as reasonably practicable following date on which Gilead provides the Option Exercise Notice to Agenus in accordance with Section 2.4 (the “Option Exercise Date”) and in any event within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [****] calendar days thereafter (thereof, each of Agenus and Gilead shall prepare and submit any Antitrust Filings, if any, including any such required filings under the “Negotiation Period”)HSR Act and the rules promulgated thereunder, with respect to the Option Exercise. In connection with any such Antitrust Filings, the Parties shall negotiate furnish promptly to the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, and any other applicable Governmental Authority any additional information requested within their authority under the HSR Act or other Antitrust Law, use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable with respect to the Option Exercise, and otherwise cooperate with each other in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licenseesthe governmental antitrust clearance process. If, no later than the end of [******] calendar days following Company’s receipt of the applicable Disclosure Noticefees in connection with any filings under this Section 2.5, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [****] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable attorneys’ fees and other expenses in connection therewith. Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IPExercise Closing; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationEffectiveness .”

Option Exercise. With respect to each Company License Option3.3.1 On a Licensed Product-by-Licensed Product basis, Solid will have the right, in its sole discretion, to exercise such Company License the (a) Development Option or (b) Development Option and Income Option, Company shall give in each case ((a) and (b)), for a given Licensed Product by delivering to Ultragenyx written notice of exercise (an each such notice, the “Option Solid Exercise Notice”) of the exercise of such Company License Option within [**] calendar days following Companyafter Solid’s receipt of the applicable Disclosure Notice Data Package with respect to such Licensed Product (the end of such period as it may be extended in accordance with the terms of this Agreement[**] period, the “Option PeriodExercise Deadline”). In the event Solid exercises the Development Option or the Development Option and Income Option for a given Licensed Product, Solid will include in the applicable Solid Exercise Notice (i) reasonable documentation demonstrating that Company [**], and (ii) a certification that Solid does not have a Competing Product as of the date of such Solid Exercise Notice. For clarity, on a Licensed Product-by-Licensed Product basis, (1) in no event may Solid exercise the Income Option without also exercising the corresponding Development Option, (2) Solid may exercise the Development Option without also exercising the corresponding Income Option, (3) if Solid or any of its Affiliates has a Competing Product at the time of option exercise with respect to a Licensed Product, Solid may exercise only the Development Option as to such Licensed Product and the Income Option as to such Licensed Product will be null and void; and if in the case of the foregoing clause (2) or this clause (3) Solid exercises the Development Option, the relevant Option Product will be a Company License “Development Share Product” and (4) any Option during Product that is not a Development Share Product will be an “Income Share Product”. The Solid Exercise Notice will expressly state whether Solid is exercising the Development Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during and the period beginning Income Option and whether Solid or any of its Affiliates has a Competing Product on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licenseessuch notice. If, no later than during the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the relevant Development Option Period shall be extended so that it expires on the date that is [**] calendar days after the date or Income Option Period, Solid or any of its Affiliates acquires a Competing Product or Initiates clinical Development or commences Commercialization of a Competing Product, then (y) such Income Share Product will automatically become a Development Share Product as of the first filing day of the first patent application Calendar Quarter immediately following the Calendar Quarter in which Solid or its Affiliate acquired such Competing Product or commenced such activities and (provisional or utilityz) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion Solid will give Ultragenyx written notice of the applicable Prosecution Costs same within [**] calendar days after presentation of commencing such activities. In no event will a Development Share Product become an invoice therefore (including reasonably detailed backIncome Share Product. 3.3.2 On a Licensed Product-up by-Licensed Product basis, if Solid provides a Solid Exercise Notice for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application given Licensed Product in accordance with Section 3.3.1, then (a) Solid will have exercised the terms Development Option or Income Option, as applicable, with respect to such Licensed Product, and (b) the date of this Ultragenyx’s receipt of such Solid Exercise Notice will be the “Solid Exercise Effective Date” with respect to such Licensed Product. 3.3.3 On a Licensed Product-by-Licensed Product basis, if Solid fails to provide a Solid Exercise Notice in accordance with Section 2.4.2 3.3.1 with respect to a Licensed Product prior to the Option Exercise Deadline for such Licensed Product, the Development Option and Income Option will expire and be of no further force or effect with respect to such Licensed Product. 3.3.4 Notwithstanding anything herein to the contrary, on a Licensed Product-by-Licensed Product basis, if Solid exercises the Development Option, then Exhibit A will apply with respect to the Option Territory Development Costs with respect to such Option Product (the period of time commencing on the Solid Exercise Effective Date with respect to the corresponding Option Exercise) shall be referred to herein as “Application Information.”Product and

Option Exercise. With respect 2.3.1 The Option shall commence on the Effective Date and, subject to each Company License OptionSection 2.3.5, to exercise such Company License Optionexpire at 5:00 p.m., Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice Pacific Time, on October 12, 2013 (such period as it may be extended in accordance with the terms of this Agreementoption period, the “Option Exercise Period”). In . 2.3.2 Purchaser may exercise the event that Company exercises a Company License Option Option, if at all, during the Option PeriodExercise Period by providing written notice to Seller of Purchaser’s intent to exercise the Option, thenwhich notice (the “Option Exercise Intention Notice”) shall make reference to this Agreement (the date on which such notice is given, the “Option Exercise Intention Notice Date”). The Option Exercise Intention Notice shall indicate if Purchaser desires to purchase (i) all of the Transferred Assets owned by Avanex (“Avanex Assets”), in which case Purchaser shall agree to assume the Assumed Liabilities set forth on Part 1.4(a) of the Disclosure Letter, or (ii) all of the issued and outstanding shares of stock of Avanex (the “Shares”). Purchaser’s election shall be subject to Section 2.4.3 (Participating Institution Approval)Seller’s consent which will not be unreasonably withheld, during delayed or conditioned and shall be subject to the period beginning on revision of the language of the applicable provisions of the Asset Purchase Agreement as necessary to reflect such election. 2.3.3 Within 5 Business Days following the Option Exercise Intention Notice Date, Seller shall deliver to Purchaser the Asset Purchase Agreement, duly executed by Seller and including a Disclosure Letter that is complete and accurate as of the date of delivery of such Asset Purchase Agreement (the Option Notice date of such delivery, the “Transaction Material Delivery Date”). 2.3.4 If after the Transaction Material Delivery Date but before Purchaser’s execution and delivery of the Asset Purchase Agreement, Seller determines that an amendment or update to the Disclosure Letter is necessary to completely and accurately reflect circumstances or facts arising during such period, Seller shall deliver such updated Disclosure Letter to Purchaser, together with a summary of the facts and circumstances that have arisen that required such update. Purchaser agrees to give Seller one day’s notice prior to delivery of the Asset Purchase Agreement executed by Purchaser except if the delivery of the Asset Purchase Agreement is on the last day of the Execution Period. If Seller amends or updates the Disclosure Letter as set forth in this Section 2.3.4 prior to Purchaser’s delivery of the executed Asset Purchase Agreement, Purchaser shall have any additional Execution Period to deliver the executed Asset Purchase Agreement but must give Seller one day’s notice as set forth in the preceding sentence. 2.3.5 During the period commencing on the Transaction Material Delivery Date, and ending at 5:00 p.m., Pacific Time, on the date that is [**] calendar days thereafter 5 Business Days after the Transaction Material Delivery Date (or, if applicable, the date that is 5 Business Days after the date on which Seller delivered an update to the Disclosure Letter to Purchaser) (the “Negotiation Execution Period”), the Parties Purchaser shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company execute the Asset Purchase Agreement and deliver it to review and comment on any draft patent application covering an Invention subject to Seller. The effective date of the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) Asset Purchase Agreement shall be referred to herein as “Application Informationthe date of execution and delivery by Purchaser.”

Option Exercise. With respect to each Company License Option, to Gilead may exercise such Company License Option, Company shall give the Option (the “Option Exercise”) at any time during the Option Period by providing written notice thereof (an the “Option Exercise Notice”) to Agenus. Gilead shall deliver, together the Option Exercise Notice, a notice to Agenus which identifies the filings, notices, applications, or other submissions, if any, under Antitrust Law which Gilead determines are necessary or advisable in connection with the Option Exercise (“Antitrust Filings”) and Agenus shall deliver an updated Schedule 13.2 as of the exercise Option Exercise Date to the extent that Gilead has not received the Data Package as of such Company License date. Gilead’s rights and obligations hereunder in connection with the Option Exercise (including any licenses to be granted in connection therewith) shall become effective only upon the Option Closing Date (the “Option Effective Date”). If no Option Exercise occurs pursuant to Section 2.4 within the Option Period, then Gilead shall have no further rights with respect to Licensed Antibodies and Licensed Products under this Agreement. . As soon as reasonably practicable following date on which Gilead provides the Option Exercise Notice to Agenus in accordance with Section 2.4 (the “Option Exercise Date”) and in any event within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [****] calendar days thereafter (thereof, each of Agenus and Gilead shall prepare and submit any Antitrust Filings, if any, including any such required filings under the “Negotiation Period”)HSR Act and the rules promulgated thereunder, with respect to the Option Exercise. In connection with any such Antitrust Filings, the Parties shall negotiate furnish promptly to the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, and any other applicable Governmental Authority any additional information requested within their authority under the HSR Act or other Antitrust Law, use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable with respect to the Option Exercise, and otherwise cooperate with each other in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licenseesthe governmental antitrust clearance process. If, no later than the end of [******] calendar days following Company’s receipt of the applicable Disclosure Noticefees in connection with any filings under this Section 2.5, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [****] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period attorneys’ fees and applicable Company License Option shall terminate immediately upon written notice to Company by Broadother expenses in connection therewith. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Information.”

Option Exercise. With respect (a) Fortis and Sellers acknowledge and agree that this Option Agreement is intended to each Company License Optionafford FibroGen a fully-paid option to proceed with the Merger or to not proceed with the Merger in the Option Period, in the sole discretion of FibroGen. FibroGen may make an election to exercise the Option [*]. Such exercise shall be made by FibroGen delivering to Fortis written notice of such exercise in the form of Exhibit F before the Option Exercise Deadline (such notice, the “Exercise Notice”) and a subsequent Final Exercise Notice pursuant to Section 3.2(b). Fortis acknowledges and agrees that the delivery of the Exercise Notice does not in any way commit FibroGen to proceed with the Merger and is only a then-present statement to proceed with the Merger and to initiate pre-Closing actions by the Parties. (b) FibroGen may withdraw an Exercise Notice at any time prior to the Closing, provided that FibroGen shall be permitted to exercise such Company License Optionwithdrawal right only once. After review of the Updated Disclosure Schedule, Company FibroGen shall give deliver written notice to Fortis [*] of its intention to either (an i) withdraw the Exercise Notice and not proceed with the Merger (“Option Rejection Notice”) or (ii) proceed with the Merger (the “Final Exercise Notice”; and the date on which such notice is delivered, the “Final Exercise Date”). If FibroGen does not deliver a Final Exercise Notice or a Rejection Notice prior to the expiration of the exercise of such Company License Option within Due Diligence Review Period, then FibroGen shall be deemed to have sent a Rejection Notice. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. (c) FibroGen shall be permitted to deliver the Exercise Notice [*]. If FibroGen withdraws the Exercise Notice [*] calendar days following Companyor sends (or is deemed to have sent) a Rejection Notice pursuant to Section 3.2(b), this Agreement shall automatically terminate. (d) Subject to the remedies set forth in Section 10.2, FibroGen’s receipt withdrawal of the applicable Disclosure Notice Exercise Notice, delivery of a Rejection Notice, or failure to deliver the Exercise Notice, shall not result in any Liability by FibroGen to Fortis or to the holders of Fortis Stock Options, Warrants or Fortis Capital Stock for any reason. (such period as it e) For the avoidance of doubt, [*] then the Closing may be extended occur after the Option Exercise Deadline in accordance with the terms of this Option Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with BroadFibroGen’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees right to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of withdraw such Disclosure Exercise Notice (such written notice, if it has not previously withdrawn an Exercise Notice) before the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationClosing.”

Option Exercise. With respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”a) of the exercise of such Company License Option within Within [***] calendar days following (which period of time may be automatically extended by the Company for one additional [***] period upon the Company’s receipt written notice to Horizon) following the Notice of Intent Date or such later date as mutually agreed in writing by Horizon and the applicable Disclosure Notice Company (such period as it may be extended in accordance with the terms of this Agreement, the “Option Company Delivery Period”). In , the event that Company exercises a Company License Option during the Option Periodshall prepare and deliver to Horizon, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on dated the date of its delivery (the Option Notice “Schedule Delivery Date”), a true, correct and ending complete updated schedule of assets (including a schedule of all Contracts proposed to be assigned to Horizon under the Asset Purchase Agreement) and disclosures and exceptions to the representations and warranties to be made by the Company pursuant to the Asset Purchase Agreement (which shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in the Asset Purchase Agreement) (the “Updated APA Schedules”), as if such representations and warranties were made as of the Schedule Delivery Date. (b) Subject to Section 4.4(d), Horizon shall have the right at any time before [***] Central Time on the date that is [***] calendar days thereafter following the Schedule Delivery Date, subject to extension as specified in this Section (such date, the “Negotiation Interest Withdrawal Period”), to elect, in its sole discretion, to cause the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than Company and Horizon to consummate the end Asset Acquisition by delivery to the Company of [**] calendar days following Company’s receipt a written notice of such election (the “Option Exercise Notice”) to the Company of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising exercise of the Company License Option and agrees to pay (the out-of-pocket costs date of preparing a patent application covering the Invention that is the subject delivery of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution CostsOption Exercise Date”). If the Interest Withdrawal Period does not expire before the Option Termination Date, the Option Termination Date shall be extended until the last day of the Interest Withdrawal Period. (c) If the Company delivers the Updated APA Schedules pursuant to Section 4.4(a), at any time prior to the end of the Interest Withdrawal Period, Horizon may at its sole option deliver a written notice (the “Interest Withdrawal Notice”) to the Company stating that Horizon withdraws its Notice of Intent, and, upon delivery of the Interest Withdrawal Notice the Option shall be deemed not to have been exercised by Horizon and the Option shall remain in full force and effect until [***] Central Time on the Option Termination Date; provided that Horizon shall not be entitled to deliver more than two Interest Withdrawal Notices and provided further that the delivery of an Interest Withdrawal Notice shall not extend the Option Termination Date. If the Company delivers the Updated APA Schedules pursuant to Section 4.4(a), and if Horizon does not deliver an Option Exercise Notice by the last day of the Interest Withdrawal Period, the Notice of Intent will be deemed withdrawn at [***] Central Time on the last day of the Interest Withdrawal Period and the Option shall remain in full force and effect until [***] Central Time on the Option Termination Date, unless Horizon delivers a notice of termination of this Agreement pursuant to Section 10.2(b)(iii) concurrently with the delivery or deemed delivery of the Interest Withdrawal Notice. Horizon shall have the right to automatically extend the Interest Withdrawal Period up to [***] following written notice to the Company that Horizon, in good faith, has learned new information that raises a material concern regarding the Specified Business or the Development Program. Horizon’s delivery of a written notice to temporarily withdraw its Notice of Intent pursuant to Section 4.4(d)(i) shall not constitute an Interest Withdrawal Notice for purposes of this Section 4.4(c). (d) Without limiting Horizon’s remedies hereunder, if the Company does not deliver the Updated APA Schedules to Horizon prior to the expiration of the Company Delivery Period, Horizon may, at its sole option; (i) elect to temporarily withdraw its Notice of Intent by delivering written notice thereof to the Company during the [***] period following the end of the Company Delivery Period, and upon delivery of such notice the Option shall be deemed not to have been exercised by Horizon and each of the Option, the Option Termination Date and the Interest Withdrawal Period shall be extended so that it expires by the number of days elapsed from the expiration of the Company Delivery Period until the date the Company delivers to Horizon the Updated APA Schedules; or (ii) deliver an Option Exercise Notice, in which case, the Company Disclosure Schedules delivered on the date that is [**] calendar days after Effective Date shall be deemed to be the date Updated APA Schedules as of the first filing Option Exercise Date for all purposes of this Agreement and the first patent application (provisional or utility) covering such Invention. If after providing an Extension NoticeAsset Purchase Agreement, Company fails and all references to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year Updated APA Schedules herein shall be considered a material breach of this Agreement. deemed to refer to such Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; provided, however, that the decision on the content of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application InformationDisclosure Schedules.”

Option Exercise. With respect ASG shall have the option to each Company License acquire from RadView a perpetual (subject to the termination provisions set forth in this section and in Section 3 above) license to certain extended rights in the Products, on the terms and conditions set forth in this Section 10 (the "Option"). The Option may be exercised at any time during the six (6)-month period commencing on the Effective Date (the date on which ASG effects an exercise of the Option pursuant to the provisions below, the "Option Exercise Date"). The Option exercise price is US$2,500,000 and shall be payable in two equal installments of US$1,250,000, the first of which shall be due and payable upon the Option Exercise Date and the second of which shall be due and payable upon the first anniversary of the Option Exercise Date. To effectively exercise the Option, ASG shall, during the Option period, deliver written notice to RadView of its decision to exercise such Company License the Option, Company shall give written notice and deliver to RadView the first installment (an “Option Notice”US$1,250,000) of the Option price. Failure by ASG to exercise of such Company License the Option within [**] calendar days following Company’s receipt in a timely fashion shall result in the forfeiture of the applicable Disclosure Notice (such period as it may be extended in accordance with Option. Failure by ASG to timely remit to RadView the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date second installment of the Option Notice and ending on the date that is [**] calendar price within five (5) business days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s after ASG's receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees notice from Radview of ASG's failure to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject make payment of such Disclosure Notice (such written notice, installment shall result in the “Extension Notice,” immediate and such costs, automatic forfeiture of the “Prosecution Costs”), Extended Rights which ASG enjoyed following the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IPExercise Date; provided, however, that during an any such forfeiture shall not abrogate ASG's obligation to deliver the second Option Period, Broad payment. RadView shall permit Company use commercially reasonable efforts to review and comment on any draft patent application covering an Invention subject deliver a reminder to ASG of its obligation to make the second installment prior to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that date such installment payment is due; it believes, or has reason to believe, would result in the addition of new inventor(s) to the application in question. Broad will consider reasonably a request by Company to group Inventions related by subject matter or field of use into a single patent application; providedbeing agreed, however, that any failure by RadView to deliver such reminder shall not modify, qualify, diminish or otherwise alter ASG's obligation to make a timely payment of the decision on second installment hereunder or the content automatic forfeiture of any patent application shall remain solely Broad’s. All information provided by Broad regarding a patent application rights in accordance with the terms of this Section 2.4.2 (Option Exercise) shall be referred to herein as “Application Informationevent such payment is not timely made.”