Options; Licences Sample Clauses
The 'Options; Licences' clause defines the rights granted to a party to either obtain or exercise an option to acquire certain rights, or to use specific intellectual property under a licence. In practice, this clause outlines the conditions under which an option can be exercised, such as time limits or payment requirements, and specifies the scope and limitations of any licences granted, including permitted uses and restrictions. Its core function is to clearly allocate and formalize the rights to future acquisitions or uses of intellectual property, thereby reducing uncertainty and potential disputes between the parties.
Options; Licences. 6.1. Adaptimmune shall grant and hereby grants to GSK, a series of exclusive options (each an “Option”) to obtain the exclusive licences on the terms set out in Section 6.6.
6.1.1. The Option in respect of the Initial Target Program shall commence on the Effective Date, and shall expire on the date that is the later to occur of either (i) *** ; (ii) *** if GSK decides to *** with respect to the Generation 1 Therapy; or (iii) *** GSK determines that *** with respect to the *** will either *** if such decision occurs *** (“Initial Target Program Option Period”). GSK shall have the right during such Initial Target Program Option Period to audit all subcontractors in the supply chain; provided, that if Adaptimmune’s contracts with such subcontractors do not permit GSK’s direct audit of their facilities, then Adaptimmune shall use all Commercially Reasonable Efforts to conduct the audit on GSK’s behalf and ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. provide all results of such audit to GSK reasonably promptly (and in each case to the extent permitted by the relevant sub-contracts). If GSK does not exercise the Option in respect of the Initial Target Program prior to expiration of the Initial Target Program Option Period then thereafter GSK shall have no right to develop and commercialize the Therapy or Licensed Product arising from the Initial Target Program. For the avoidance of doubt, if GSK does not exercise the Option *** , the Option *** .
6.1.2. The Option in respect of the Second Target Program Option shall commence on the Nomination Date for the Second Target and shall expire (i) following *** of the documentation and Results after completion of work for *** ; and (ii) on the date that is *** for any Therapy subject to the Second Target Program (“Second Target Program Option Period”). For clarity, if the *** . If GSK does not exercise the Option in respect of the Second Target Program prior to expiration of the Second Target Program Option Period then thereafter GSK shall have no right to develop and commercialize the Therapy or Licensed Product arising from the Second Target Program. For clarity no Option is granted in relation to the two (2) other Targets forming part of the Research Pool and which are not nominated in accordance with Section 5.3.
6.1.3. The Option in respect of all other Collaboration Programs shall commence on a Collaboration Program-by-Collabo...
Options; Licences. 6.1 On an Initial Program-by-Initial Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licences on the terms set out in Section 6.7 (each, an “Initial Program Option”). With respect to the first Initial Target Program described on Schedule 1, the Initial Program Option shall commence on the Effective Date [***]. With respect to the additional Initial Programs, the Initial Program Option shall commence on the Nomination Date, and each Initial Program Option shall expire on an Initial Program-by-Initial Program basis on the earlier of either (i) the date that is [***] following receipt by GSK of the applicable Phase 1 Data Package; or (ii) termination of the applicable Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 and 3.6.2, including if such termination occurs after Completion of any Lead Additional Work or Development Additional Work without nomination of a Lead Candidate or Development Candidate, respectively (the “Initial Program Option Period”).
6.2 With respect to all Collaboration Programs other than as provided in Section 6.1, on a Collaboration Program-by-Collaboration Program basis, Immunocore shall grant and hereby grants to GSK, an exclusive option to obtain the exclusive licenses on the terms set out in Section 6.8 (each, a “Collaboration Program Option”). Each such [***] Collaboration Program-by-Collaboration Program basis on the earlier of either (i) the date that is [***] following determination by the JSC that at least one Lead Candidate from such Collaboration Program satisfies the applicable Development Candidate Criteria and is deemed a Development Candidate; or (ii) termination of the applicable Collaboration Program in accordance with Sections 3.5.1, 3.5.2, 3.6.1 and 3.6.2, including if such termination occurs after Completion of any Lead Additional Work or Development Additional Work without nomination of a Lead Candidate or Development Candidate, respectively (the “Collaboration Program Option Period”).
6.3 GSK may exercise an Initial Program Option or Collaboration Program Option at any time during the Initial Program Option Period or Collaboration Program Option Period, respectively, by provision of written notice to Immunocore specifying the Initial Program or Collaboration Program in relation to which the Initial Program Option or Collaboration Program Option is being exercised (“Option Notice”). On receipt of the Option Notice by Immunocore, Immunoc...