Profit Share Option Sample Clauses

Profit Share Option. After the Opt-In, the Parties will jointly decide on any matter in connection with grant of sublicenses of the license granted in Section 3.1(b)(i) or Section 3.2(b)(i) (as applicable), including sublicenses to a subset of the rights granted thereunder.
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Profit Share Option. (i) Subject to the terms and conditions of this Agreement (including Section 5.1(e)(ii)), MacroGenics hereby grants Zai an option (“[***] Profit Share Option”) to:
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Profit Share Option. Signal will have the one-time option to elect to share equally with Axys in the Profits or Losses (as defined in Exhibit A) from sales of Licensed Products in the Territory (the "Option") pursuant to the terms and conditions provided in Exhibit A, in lieu of the payments provided for in Sections 6.2 and 6.3. Signal will have the right to exercise the Option only by written notice to Axys during a [***] period (the "Option Period") after [***]. Prior to the start of the Option Period, Axys will make available to Signal at Axys' offices (to the extent not previously provided) all relevant information pertaining to Axys' decision and will make its Chief Medical Officer available at a mutually agreeable time to present and discuss Axys' rationale for its decision as well as its product development plan (the "Product Development Plan") for such Collaboration Compound, including (among other things) a reasonably specific description of the [***] for such Collaboration Compound, a reasonably detailed budget for such [***], the identification of any other indication for such Collaboration Compound which Axys then intends in good faith to pursue, the projected cost through the conclusion of Phase III clinical trial for such other indication and an overall Product Development Plan budget. The Option Period will commence on the date Signal begins its review of such information, but in no event later than five (5) business days after receipt by Signal of written notice from Axys of [***] and that all such information is available at Axys' offices for Signal's review. If Signal exercises the Option as provided herein the following will apply, subject to Section 4.2:
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Profit Share Option. With respect to the sale of Licensed Products or Released Products the non-selling Party will have the option, on a compound-by-compound basis, to share equally with the Party developing a particular Licensed Product or Released Product in the Profits or Losses (as defined in Exhibit A) from the sales of such Licensed Products or Released Products, as applicable, pursuant to the terms and conditions provided in Exhibit A, (the "Profit Share Option"), in lieu of the payments provided for in Section 6.2 and Section 6.3. The selling Party will give written notice to the non-selling Party immediately upon, in the case of Axys as the selling Party, its decision to select a Clinical Development Compound under Section 5.1(a)(iv) or, in the case of Cytovia as the selling Party, its decision to exercise its option to develop a Released Compound under Section 3.2(a)(ii) (in either case the "PSO Compound"). Thereafter, the selling Party will make available to the non-selling Party at the selling Party's offices (to the extent not previously provided) all relevant information pertaining to the selling Party's decision and will make its Chief Medical Officer available at a mutually agreeable time to present and discuss the selling Party's rationale for its decision as well as its product development plan (the "Product Development Plan") for the PSO Compound, including (among other things) a reasonably specific description of the clinical trial plan for the PSO Compound, a reasonably detailed budget for such clinical trial plan, the identification of any other indication for such PSO Compound which the selling Party then intends to pursue, the projected cost for clinical development for such other indication and the overall Product Development Budget. The non-selling Party will have the right to exercise the Profit Share Option only by written notice to the selling Party during a period commencing on the date the non-selling Party begins its review, but in no event later than [ * ] after receipt by the non-selling Party of written notice from the selling Party of its decision to proceed with such Product Development Plan and stating that the complete Project Development Plan is available at the selling Party's offices for review by the non-selling Party, and continuing for [ * ] thereafter. If a Party exercises the Profit Share Option as provided herein the following will apply, subject to Section 4.2:
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Profit Share Option. 2 Allergan hereby grants SUGEN an option (the "Profit Share Option"), exercisable as provided below, to pay Allergan a share of the Development Costs of developing Licensed Products in the Option Market, in order to obtain the right to a share in the Profits derived from sales of Licensed Products in the Option Market. In order to evaluate the Profit Share Option, Allergan shall give SUGEN written notice as soon as practicable after completion of Phase I that Allergan intends in good faith to commence the first Phase II (or equivalent) clinical trial on a Drug Candidate or Back-Up Compound in the Option Market. Such notice shall include details about the plans and reasonably expected Development Costs for obtaining Regulatory Approval of such Drug Candidate as a Licensed Product for sale in the Option Market. Allergan and SUGEN shall exchange sales projections and any available marketing analyses then in their possession for such Licensed Products in the Option Market. Such Development Costs, sales projections and market analyses shall be provided without warranty. If SUGEN elects to exercise the Profit Share Option, SUGEN shall provide Allergan written notice of such exercise within [ ] after the date of receipt of such notice from Allergan, and the parties shall proceed as set forth below.
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Related to Profit Share Option

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • Nonstatutory Stock Option The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Option Award Within the 60-day period following the Start Date, Executive will receive an award of stock options to purchase Common Stock (the “Options”). The terms and conditions of the Options will be governed by Parent’s 2010 Equity Incentive Plan and the Stock Option Agreement in substantially the form attached hereto as Exhibit A. The number of shares covered by such Options shall equal 50,000. The Options shall have a per share exercise price equal to the fair market value per share of such Option on the date of grant, as determined by the Board.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

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