ROR1 Pre-Option Exercise IP Sample Clauses

ROR1 Pre-Option Exercise IP. In the event the Parties, acting either alone or together, elect to conduct pre-clinical research and development work on any Cellectis CARs directed to ROR1 prior to the Option exercise (the “ROR1 Pre-Option Exercise Work”), the Parties acknowledge and agree that pursuant to the Servier / Cellectis Agreement, any and all inventions, Know-How and other intellectual property generated in connection therewith that specifically and solely relate to such Cellectis CARs directed to ROR1 (the “ROR1 Pre-Option Exercise IP”) shall (i) for the purposes of this paragraph, form part of the Servier IP (as such term is defined in the Servier / Cellectis Agreement) to be licensed to Cellectis in the absence of exercise of the Option to License under the Servier / Cellectis Agreement and (ii) be filed, prosecuted and maintained in accordance with the Servier / Cellectis Agreement. If the ROR1 Pre-Option Exercise Work lead to an improvement of the Platform Patents (as such term is defined in the Servier / Cellectis Agreement), then the Parties shall grant to Cellectis a worldwide, fully paid-up, royalty-free, sublicensable, co-exclusive (together with the Parties for the performance of their obligations under the Servier / Cellectis Agreement and the Agreement) license under such improvement to make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported and otherwise exploit and commercialize products and process. Notwithstanding anything to the contrary, Pfizer acknowledges and agrees to comply with its obligations to Cellectis under the Servier / Cellectis Agreement arising from being Servier’s sublicensee under that agreement, (except to any extent relieved in accordance with any agreement between Pfizer and Cellectis related thereto) and obligations to Cellectis with respect to, any and all inventions, Know-How and other intellectual property arising during the Term under this Agreement that would be defined as “ROR1 Pre-Option Exercise IP” under the Servier / Cellectis Agreement shall be governed by the terms of the Servier / Cellectis Agreement, and the Parties’ rights in and each Party’s obligations to the other Party under this Agreement for any such “ROR1 Pre-Option Exercise IP” shall be subject to any applicable terms of the Servier / Cellectis Agreement.
Sample 1
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Related to ROR1 Pre-Option Exercise IP

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the IND Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • Option Exercise Period Check One:

  • Option Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below: Option Aircraft Option Exercise Date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  • Manner of Option Exercise This Option may be exercised by Xxxxx in whole or in part from time to time, subject to the conditions contained in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to Xxxxxx at his principal executive office, of a written Notice of Exercise, with a copy to RDO at its principal executive office. Such notice will identify this Option, will specify the number of Option Shares with respect to which the Option is being exercised, and will be signed by the person so exercising the Option. Such notice shall be accompanied by payment in full of the total purchase price of the Option Shares purchased. In the event that the Option is being exercised by any person or persons other than Xxxxx, the Notice will be accompanied by appropriate proof of right of such person or persons to exercise the Option. As soon as practicable after the effective exercise of the Option, Xxxxxx will deliver to the person exercising this Option one or more duly issued stock certificates evidencing such ownership, together with an assignment separate from the certificate duly endorsed by him evidencing the transfer of the Option Shares with respect to which the Option is being exercised. Upon receipt of the foregoing, RDO will deliver to the transferee one or more duly issued stock certificates bearing such transfer restrictions as may then be appropriate based upon advice of RDO's legal counsel.

  • Method of Option Exercise The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

  • Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

  • Time of Exercise of Option This Option shall be first exercisable as to 25% of the Shares on each of the first four anniversary dates of this Agreement. To the extent the Option is not exercised by the Optionee when it becomes exercisable, it shall not expire, but shall be carried forward and shall be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter defined.

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