Option Grant and Exercise Clause Samples
The Option Grant and Exercise clause defines the terms under which an individual or entity is granted the right to purchase shares or other securities, and the process by which these rights can be exercised. Typically, this clause outlines the number of options granted, the vesting schedule, the exercise price, and the procedures for exercising the options, such as required notices and payment methods. Its core function is to provide a clear framework for granting and exercising options, ensuring both parties understand their rights and obligations, and reducing the risk of disputes over how and when options can be exercised.
Option Grant and Exercise. 3.1 University hereby grants to Company an option (the “Option”) to negotiate a royalty- bearing, limited term, world-wide exclusive license, with the right to sublicense, in the Field under the Patent Rights (“Option Rights”). During the term of this Agreement, Company will have the right to use the Patent Rights for research and development purposes only.
3.2 This exclusive option shall extend for a period of (_) [year/months] from the date of execution of this Agreement (“Option Period”). Until the end of this Option Period, University shall not offer these rights to any third party.
3.3 Company may exercise this Option by informing University of the identity of at least one
(1) product or process in the Field, and by providing a written statement, reasonably satisfactory to University, of its intention and ability to develop such product or process under such Patent Rights for public use as soon as practicable, consistent with sound and reasonable business practices and judgment.
3.4 Upon exercise of the Option and for a reasonable period not to exceed ( ) [days/months], University agrees to negotiate in good faith to establish the terms of a license agreement granting Company exclusive rights to make, have made, use, and sell Licensed Products in the Field under terms customary in the trade. Such license agreement shall include at least the following provisions: license fees, royalty payments, the right to grant sublicenses, a commitment by Company and any sublicensee of Company to exert their best efforts to introduce the Licensed Products into public use as rapidly as practicable, the right of University to terminate the license should Company not meet specified due-diligence milestones, and indemnity provisions satisfactory to University. Before receiving such a license, Company shall outline for University its and/or its sublicensee’s capability and/or plans to introduce such Licensed Products into public use.
Option Grant and Exercise. Company hereby grants MacroGenics an option to co-promote the Initial Product in the U.S. for all approved Indications, as further described in this Section 8.3 (the “Co-Promote Option”). MacroGenics may, at its discretion, exercise the Co-Promote Option by delivering written notice thereof to Company (the “Co-Promote Option Exercise Notice”) at any time before the [***] (in the case of the [***]) or the [***] (in the case of the Indication planned for [***]); provided, however, that MacroGenics shall only have the right to exercise the Co-Promote Option with respect to the [***] if Company obtains, or seeks to obtain, an [***]. For purposes of clarity: (a) if MacroGenics does not exercise the Co-Promote Option [***]and Company has not obtained, or is not seeking to obtain, an [***], then the Co-Promote Option shall expire upon the [***], and (b) if MacroGenics does not exercise the Co-Promote Option prior to the [***] and Company has obtained, or is seeking to obtain, an [***] for the [***], then the Co-Promote Option shall remain exercisable until the expiration of the [***]. Furthermore, once MacroGenics exercises the Co-Promote Option, such exercise shall [***]. Notwithstanding the foregoing, in the event of the occurrence of a Change of Control of MacroGenics prior to MacroGenics’ exercise of the Co-Promote Option, Company may terminate the Co-Promote Option upon immediate written notice to MacroGenics within [***] of the consummation of such Change of Control, if, after such Change of Control, MacroGenics or the Acquirer or its Affiliates would be conducting Clinical Trials or Commercializing any product that would directly compete in the Field with the Initial Product, whether through the same mechanism of action (e.g., [***]) or for treatment of the same Indication as the Initial Product with such competitive product in the U.S. and, upon receipt of such notice by MacroGenics, this Section 8.3 shall be of no further force or effect.
Option Grant and Exercise. Company hereby grants MacroGenics an option to fund [***] of the Global Development Costs and share [***]of the N.A. Profit/Loss (in lieu of royalties on Net Sales of the Initial Product in the Northern American Territory), as further described in this Section 8.2 (the “Co-Funding Option”). MacroGenics may, at its discretion, exercise the Co-Funding Option by delivering written notice thereof to Company (the “Co-Funding Option Exercise Notice”) at any time before the date that is [***] (the “Co-Funding Option Deadline”). Company shall promptly provide written notice to MacroGenics of the occurrence of [***]. The Co-Funding Option shall be deemed to be exercised on the date that Company receives the Co-Funding Option Exercise Notice. If the Co-Funding Option Deadline passes without Company receiving a Co-Funding Option Exercise Notice, the Co-Funding Option shall immediately and permanently expire on the day after the Co-Funding Option Deadline.
Option Grant and Exercise. Subject to the terms of this Agreement, CLB hereby grants to SGI and its Affiliates an Option to acquire the License set forth in Section 4.2 below with respect to the Antibodies and Antibody Technology. At any time during the Option Period, SGI may provide written notice to CLB that it wishes to acquire such License for the [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Antibodies and Antibody Technology. SGI shall be able to terminate the Option for any reason by giving [***] advance written notice to CLB during the Option Period.
Option Grant and Exercise. MTEM hereby grants to BMS, on a Collaboration Target-by-Collaboration Target basis, the exclusive option, exercisable at any time during the applicable Option Term at BMS’ sole discretion, to obtain an exclusive license under the MTEM Licensed Know-How and MTEM Licensed Patents to Exploit Licensed Products Directed to such Collaboration Target in the Field in the Territory as set forth in Section 5.1.1 (each, an “Option”). BMS may exercise the Option in respect of a Collaboration Target by providing written notice to MTEM of its exercise of such Option (“Option Exercise Notice”) at any time during the applicable Option Term. Each Option Exercise Notice shall specify the lead Licensed Development Candidate Directed to the applicable Collaboration Target (from the Development Candidates designated by the JRC in accordance with Section 4.1) (the “Lead LDC”) with respect to which BMS is exercising the Option to obtain an exclusive license under Section 5.1.1 (the “Lead Option”) and shall specify up to [***] back-up Development Candidates Directed to the applicable Collaboration Target (from the Development Candidates designated by the JRC in accordance with Section 4.1) (each, a “Back-Up LDC”) with respect to which BMS is exercising or may in the future exercise the Option to obtain an exclusive license under Section 5.1.1 (the “Back-Up Option”). On a Collaboration Target-by-Collaboration Target basis, BMS may exercise its Back-Up Option by providing written notice to MTEM of its exercise of such Back-Up Option, identifying the applicable Back-Up LDC(s), (a) [***] or (b) at any time thereafter until [***]. If and when BMS exercises the Back-Up Option, the applicable Back-Up LDCs Directed to the applicable Collaboration Target shall be Licensed Development Candidates. Following delivery of the written notice of Lead Option exercise by BMS or the written notice of any Back-Up Option exercise, upon the applicable License Effective Date, the license set forth in Section 5.1.1 with respect to the Exploitation of each such Licensed Development Candidate and corresponding Licensed Products Directed to the corresponding Collaboration Target shall, and hereby does, automatically become effective. For clarity, BMS shall not have the right to, and shall not, Develop, Manufacture or Commercialize any Development Candidate, or any product containing a Development Candidate, other than Licensed Development Candidate(s).
Option Grant and Exercise