Bona Fide Offer. At any time [*] anniversary of the Effective Date, if Dyadic receives a written offer from a Third Party (the “Offering Party”) for an exclusive license with respect to the Licensed IP and/or the Dyadic Materials for any particular Category or Categories, other than Category A and/or Category F, (the “Subject Category or Categories”) on financial terms that are more favorable, when taken as a whole, than those set forth herein with respect to such Subject Category or Categories (a “Bona Fide Offer”), then Dyadic shall provide written notice thereof to Codexis. Codexis shall have the right, but not the obligation, to pay to Dyadic the First Commercial Sale milestone payment set forth in Section 3.3(a) with respect to such Subject Category or Categories and, if Codexis makes such payment within [*] days after the date of delivery to Codexis by Dyadic of such notice, then (a) Dyadic will have no right to terminate the rights and licenses granted by Dyadic to Codexis with respect to such Subject Category or Categories hereunder pursuant to this Section 2.2, (b) Dyadic shall have no further rights to present any additional Bona Fide Offers to Codexis pursuant to this Section 2.2 with respect to such Subject Category or Categories for which Codexis has made such payment, and (c) Codexis shall have no further payment obligations to Dyadic under Section 3.3(a) with respect to such Subject Category or Categories. If Codexis does not make such payment within such [*] day period, Dyadic shall have the right, for a period of [*] days after the expiration of such [*] day period, which may be extended by [*] days upon written notice by Dyadic to Codexis, (the “Negotiation Period”) to enter into an exclusive license agreement with respect to such Subject Category or Categories on financial terms at least as favorable to Dyadic as those set forth in the Bona Fide Offer. In the event that Dyadic enters into such an agreement during the Negotiation Period, Dyadic shall promptly provide written notice thereof to Codexis and the licenses granted to Codexis hereunder with respect to such Subject Category or Categories, but only with respect to such Subject Category or Categories, shall terminate for all purposes of this Agreement as of the date of Codexis receipt of such written notice. In the event that Dyadic does not provide such written notice to Codexis within [*] business days after the expiration of the Negotiation Period that Dyadic has entered into such an agreement, such written notice to include the name of and contact information for the Offering Party, the licenses granted to Codexis with respect to such Subject Category or Categories shall remain in full force and effect, unless otherwise terminated pursuant to this Agreement.
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Sources: License Agreement (Codexis Inc), License Agreement (Codexis Inc)
Bona Fide Offer. At any time [*] **]5 anniversary of the Effective Date, if Dyadic receives a written offer from a Third Party (the “Offering Party”) for an exclusive license with respect to the Licensed IP and/or the Dyadic Materials for any particular Category or Categories, other than Category A and/or Category F, (the “Subject Category or Categories”) on financial terms that are more favorable, when taken as a whole, than those set forth herein with respect to such Subject Category or Categories (a “Bona Fide Offer”), then Dyadic shall provide written notice thereof to Codexis. Codexis shall have the right, but not the obligation, to pay to Dyadic the First Commercial Sale milestone payment set forth in Section 3.3(a) with respect to such Subject Category or Categories and, if Codexis makes such payment within [***] days after the date of delivery to Codexis by Dyadic of such notice, then (a) Dyadic will have no right to terminate the rights and licenses granted by Dyadic to Codexis with respect to such Subject Category or Categories hereunder pursuant to this Section 2.2, (b) Dyadic shall have no further rights to present any additional Bona Fide Offers to Codexis pursuant to this Section 2.2 with respect to such Subject Category or Categories for which Codexis has made such payment, and (c) Codexis shall have no further payment obligations to Dyadic under Section 3.3(a) with respect to such Subject Category or Categories. If Codexis does not make such payment within such [***] day period, Dyadic shall have the right, for a period of [***] days after the expiration of such [***] day period, which may be extended by [***] days upon written notice by Dyadic to Codexis, (the “Negotiation Period”) to enter into an exclusive license agreement with respect to such Subject Category or Categories on financial terms at least as favorable to Dyadic as those set forth in the Bona Fide Offer. In the event that Dyadic enters into such an agreement during the Negotiation Period, Dyadic shall promptly provide written notice thereof to Codexis and the licenses granted to Codexis hereunder with respect to such Subject Category or Categories, but only with respect to such Subject Category or Categories, shall terminate for all purposes of this Agreement as of the date of Codexis receipt of such written notice. In the event that Dyadic does not provide such written notice to Codexis within [***] business days after the expiration of the Negotiation Period that Dyadic has entered into such an agreement, such written notice to include the name of and contact information for the Offering Party, the licenses granted to Codexis with respect to such Subject Category or Categories shall remain in full force and effect, unless otherwise terminated pursuant to this Agreement.5 [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
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