Phase 1 Option Clause Samples

Phase 1 Option. In the event that (i) Celgene exercises its ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Portion Participation Right for a given Program, and (ii) Celgene completes a Phase 1 Clinical Trial with respect to a Lead Candidate from such Program, then Celgene shall notify Prothena of Data Lock for such Phase 1 Clinical Trial and Prothena shall provide a Phase 1 Data Package to Celgene for such Program within [***] ([***]) days after the Data Lock for such Phase 1 Clinical Trial in accordance with this Agreement (provided that, for clarity, Prothena shall not be required to include in the Phase 1 Data Package any Phase 1 Data generated by Celgene in the performance of such Phase 1 Clinical Trial). Celgene shall have the right to exercise its Phase 1 Option with respect to such Program as set forth in Article 3 (including entering into a Global License Agreement for such Program with Prothena), with the date that Prothena so delivers the complete Phase 1 Data Package for such Program being deemed be the End of Phase 1 Date for such Program, and the provisions of Article 3 shall apply in connection therewith, mutatis mutandis. For the avoidance of doubt, no additional amounts shall be payable by Celgene upon exercise by Celgene of the Celgene Phase 1 Portion Participation Right, and the Phase 1 Option Exercise Fee shall only be payable if, and when, Celgene determines to exercise its Phase 1 Option for such Program as set forth in Article 3.

Phase 1 Option. On a Program-by-Program basis, during the applicable Phase 1 Option Term, Celgene shall have the right, but not the obligation, to exercise the Phase 1 Option for such Program in its sole discretion by delivering written notice of such exercise to Prothena prior to the end of the Phase 1 Option Term (the “Phase 1 Option Exercise Notice”). Within [***] ([***]) days following each Phase 1 Option Exercise Notice delivery, and subject to Section 3.2, Celgene [***] and Prothena shall enter into a Global License Agreement with respect to such Program (including completing the exhibits and schedules thereto). On a Program-by-Program basis, if Celgene fails to provide its Phase 1 Option Exercise Notice before the expiration of the applicable Phase 1 Option Term, then Celgene’s Phase 1 Option shall expire with respect to such Program. For the avoidance of doubt, subject to the rights and licenses granted to Celgene hereunder (and under any U.S. License Agreement and Global License Agreement), Prothena shall have the right to pursue, outside of this Agreement, Development and Commercialization of Antibodies or other compounds that Target the Collaboration Target in respect of which Celgene has not exercised its Phase 1 Option prior to the expiry of the applicable Phase 1 Option Term (but excluding, in all cases, the Development or Commercialization of any Antibodies that Target any remaining Collaboration Target); provided that if a U.S. License Agreement relating to such Collaboration Target is in force, all clinical Development and Commercialization activities must occur outside of the United States; and for clarity, the foregoing is not intended to be a grant to Prothena of any rights or licenses to any intellectual property of Celgene (or its Affiliates) or otherwise.

Phase 1 Option. On an Available Target-by-Available Target basis, CELGENE shall have the exclusive right, exercisable at CELGENE’s sole discretion (the “Phase 1 Option”) in accordance with Section 2.9.3, to select Targets from the Available Targets (each, a “Selected Target”) against which the Parties or CELGENE, as applicable, shall conduct further research and Development of one or more designated Compounds (including Development Candidate(s)). Each designated Compound (including Development Candidate(s)) Directed to a Selected Target shall be the focus of activities under a Development Plan. While the Parties shall discuss the characteristics and relative scientific merits of each Available Target that is of potential interest, CELGENE shall have the final decision of whether to exercise the Phase 1 Option with respect to each Available Target.