Research Option Clause Samples

Research Option. Subject to the terms and conditions of this Agreement, Regulus hereby grants to Sanofi the nonexclusive, nontransferable right, exercisable in accordance with this ARTICLE 2, to obtain the nonexclusive license set forth in Section 2.3 below under the terms and conditions set forth in this Agreement (the “Research Option”).

Research Option. On a Target-by-Target basis, Adimab hereby grants to Surface the exclusive option (for each Target, a "Research Option") to obtain the licenses set forth in Section 3.2(b) for Licensed Research Antibodies to the Target, exercisable by written notice to Adimab and (i) payment by Surface to Adimab of [***] on or before the date that is [***] months after the date on which Technical Milestone 1 is achieved for the Target, or (ii) payment of Technical Milestone 2 with respect to the Target and on or before the expiry of the Evaluation Term. Surface shall, in its written notice to exercise the Research Option for a Target, specify up to ten (10) Program Antibodies against the Target as the “Licensed Research Antibodies”. Upon such Research Option exercise, Adimab will provide to Surface sufficient materials to allow Surface to express any such Licensed Research Antibodies. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Research Option. 4.1 BII has the right to request one 18 (eighteen) month extension of the Research Program if BII, in its sole discretion, decides that further basic research should be conducted. Such right shall be exercisable by notice in writing to Genetronics within 3 (three) months after BII receives the final report of the Research Program. If BII exercises its option during such period, this Agreement shall be automatically * Confidential Treatment Requested extended for one 18 (eighteen) month period, beginning on the date of such written notice, under the same terms and conditions set forth herein, but for the right to any additional extensions ("Extended Research Program"). For the Extended Research Program, a consideration of [...***...] of the total amount set forth in Clause 3.1 is foreseen. In the event the Extended Research Program requires increased or decreased staffing and costs compared to the original Research Program, the parties shall jointly agree upon amounts greater or lower than [...***...] to fund the Program as the case may be. The consideration shall be paid in [...***...] equal installments. The first such payment shall be due by the beginning of the Extended Research Program, the next [...***...] installments at the beginning of the then following [...***...] calendar quarters and the last installment upon receipt of the final report of the Extended Research Program. 4.2 BII shall reimburse Genetronics for staff allocated to future questions resulting out of the Research Program in an amount of [...***...] per month for the period between the end of the original Research Program and (i) notification of BII's decision to enter the Extended Research Program or (ii) notification that BII has decided not to enter the Extended Research Program or (iii) expiry of the option period pursuant to Clause 4.1 without any notice, whichever of (i) - (iii) occurs first. Each payment shall be made by BII on a monthly basis until the first to occur of (i) - (iii). 4.3 The parties may mutually decide to extend the Research Program for a period shorter than 18 (eighteen) months, and under terms and conditions they may agree upon, but neither party has an obligation to do so. 4.4 Within a reasonable period of time following notification of BII's exercise of its option to enter the Extended Research Program, the parties shall prepare and mutually agree upon a detailed "Extended Research Program Plan". Such Extended Research Program Plan shall describe in detail ...