Common use of Option Exercise Clause in Contracts

Option Exercise. (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 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 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 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 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 post-termination exercise period, in accordance with the exercise procedures established by the Company, the Option will expire as to all Shares remaining subject thereto.

Option Exercise. (a) To exercise this With respect to each Company License Option, you must follow to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This such Company License Option may be exercised only with respect to 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 within [**] calendar days following 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 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 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 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 receipt of the applicable post-termination exercise period, Disclosure Notice (such period as it may be extended in accordance with the exercise procedures established by 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 expire 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 to all Shares remaining subject thereto“Application Information.”

Option Exercise. (a) To Servier shall have the exclusive option to 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”). *** (“Option Period”). In the event Servier elects to exercise this the Option, you must follow it shall, no later than the exercise procedures established by the Company, as described in Section 5.5 end of the Plan. This Option may be exercised only with respect to vested Shares. Payment last day of the Exercise Price for Option Period, deliver to MacroGenics (i) written notice specifying that Servier has elected to exercise the Shares may be made in cash Option, and (by checkii) 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 payment of the Company’s License Grant Fee. Provided Servier has properly exercised the Option in accordance with the preceding sentence, the later of the date of the written notice and receipt by MacroGenics of the License Grant Fee shall be the “same day saleLicense Grant Date” procedures. You understand that the Company may be required to withhold taxes upon exercise for purposes of this OptionAgreement. 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) Subject to Upon the exercise procedures established by Servier of the CompanyOption in accordance with this Section 3.3, the last day provisions set forth in Sections 4.1, 4.2 and 4.3 of this Option may be exercised is seven years from Agreement shall constitute the Date terms and conditions of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as license and sublicense rights granted by MacroGenics to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised Servier with respect to vested Shares during Licensed Products and the following post-termination exercise periods: a. Following your Termination due MacroGenics IP in the Field in the Servier Territory, and by Servier to your Retirement or to your Disability, this Option may be exercised MacroGenics with respect to vested Shares 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 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 three (3) months following your Termination Date, this Option may be exercised further rights hereunder with respect to vested Shares MacroGenics IP and/or Licensed Products, the license granted to Servier under Section 3.3.1 shall terminate and the licenses and other rights granted under ARTICLE 4 shall have no later than eighteen force or effect. (18c) months after In the Termination Date; c. Following your Termination for any other reason, this event Servier does not exercise its Option may be exercised with respect rights prior to vested Shares no later than ninety (90) days 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 post-termination exercise periodOption Period, (i) Servier’s Option shall expire and all right and interest with respect to the Program 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 behalf of Servier or its Affiliates, or both, whether solely or jointly with MacroGenics, in accordance with the exercise procedures established by course of conducting activities under the Company, the Option will expire as to all Shares remaining subject theretoResearch Plan.

Option Exercise. (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 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 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. 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; b. ii. Following your Termination due to your death, or upon your death if it occurs within 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. iii. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days 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 post-termination exercise period, in accordance with the exercise procedures established by the Company, the Option will expire as to all Shares remaining subject thereto.

Option Exercise. (a) To exercise this Option, you must follow the exercise procedures established Within [***] (which period of time may be automatically extended by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to vested Shares. Payment of the Exercise Price Company for the Shares may be made in cash (by check) and/or, if a public market exists for one additional [***] period upon the Company’s Common Stockwritten notice to Horizon) following the Notice of Intent Date or such later date as mutually agreed in writing by Horizon and the Company (the “Company Delivery Period”), the Company shall prepare and deliver to Horizon, dated the date of its delivery (the “Schedule Delivery Date”), a true, correct and 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 means of a Same-Day-Sale Commitment or Margin Commitment from you the Company pursuant to the Asset Purchase Agreement (which shall be arranged in sections and a FINRA Dealer meeting subsections corresponding to the requirements 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 Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of this OptionSchedule 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 [***] following the Schedule Delivery Date, subject to extension as specified in this Section (such date, the “Interest Withdrawal Period”), to elect, in its sole discretion, to cause the Company and Horizon to consummate the Asset Acquisition by delivery to the Company of a written notice of such election (the “Option Exercise Notice”) to the Company of the exercise procedures established by of the CompanyOption (the date of delivery of such notice, the “Option 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 this Option may be exercised is seven years from of the Date of Grant which is Interest Withdrawal Period. (c) If the Expiration Date. If your Termination Date occurs before Company delivers the Expiration DateUpdated APA Schedules pursuant to Section 4.4(a), this Option will expire as at any time prior 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 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 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 post-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 exercise periodof 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 accordance with good faith, has learned new information that raises a material concern regarding the exercise procedures established 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 CompanyCompany 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 will expire Termination Date and the Interest Withdrawal Period shall be extended 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 Effective Date shall be deemed to be the Updated APA Schedules as of the Option Exercise Date for all purposes of this Agreement and the Asset Purchase Agreement, and all references to all Shares remaining subject theretothe Updated APA Schedules herein shall be deemed to refer to such Company Disclosure Schedules.

Option Exercise. (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 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 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. 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; b. 2. Following your Termination due to your death, or upon your death if it occurs within 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. 3. Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days 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 post-termination exercise period, in accordance with the exercise procedures established by the Company, the Option will expire as to all Shares remaining subject thereto.

Option Exercise. (a) To The Company acknowledges and agrees that this Agreement is intended to afford 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 this Optionthe 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, you must follow the exercise procedures established by “Exercise Notice”). The Company acknowledges and agrees that the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to vested Shares. Payment delivery of the Exercise Price for Notice does not in any way commit Buyer or Merger Sub to proceed with the Shares 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, Buyer 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 this Optiondeliver an Exercise Notice only once. (b) Subject to Within ten (10) days following receipt by the exercise procedures established Company of the Exercise Notice or such later date as mutually agreed in writing by Buyer and the Company, the last day this Option may be exercised Company shall prepare and deliver the Disclosure Schedule, in good faith and consistent with the definition set forth in Section 1.65, as if the representations and warranties contained in ARTICLE 5 were made as of the date of delivery of the 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 seven years from ten (10) days following the Schedule Delivery Date (the “Exercise Withdrawal Period”), to elect, in its sole discretion, to cause the Company and Merger Sub to consummate the Merger (subject to satisfaction of Grant which is the Expiration Dateconditions set forth in Section 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”). If your Termination Date occurs before From the Expiration Schedule Delivery Date, this Option will expire as the Company and the Company’s employees, consultants and advisers shall promptly respond 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 any reasonable 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 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 after the Termination Date. Notwithstanding the foregoing, no portion of this Option may be exercised after the Expiration Datediligence requests from Buyer. To the extent this Option is not exercised before the end Disclosure Schedule delivered on the Schedule Delivery Date contains a change from the draft Disclosure Schedule delivered as part of the applicable post-termination exercise period, in accordance with IND Package that could reasonably be expected to have a material impact on the exercise procedures established by ability of Buyer to evaluate the CompanyOption or consummate the Merger, the Option will expire as Buyer may delay submitting the Closing Notice for up to all Shares remaining subject theretothirty (30) days, without prejudice, to sufficiently review the Disclosure Schedules.