Common use of Exclusive Option Clause in Contracts

Exclusive Option. For a term starting on the Effective Date until the earlier of [***] ([***]) months after the Effective Date or [***] ([***]) months after the [***], Merus hereby grants to Ono an exclusive option to enter into an exclusive license agreement to develop and commercialize bispecific Antibodies that bind to the [***] and [***] target combination. For clarity the grant of the exclusive option set forth in this Section 5.4 shall not prevent Merus from performing any research on the [***] and [***] target combination alone. Promptly after Ono’s written exercise notice, the Parties shall engage in good-faith negotiations so as to, within [***] ([***]) months, conclude an exclusive license agreement, which shall ▇▇▇▇▇ ▇▇▇ an exclusive license, with the right to sublicense, under the applicable Merus IP Controlled by Merus, to make, have made, use, have used, make, have made, market, have marketed, offer to sell, have offered to sell, sell, have sold, export and/or import pharmaceutical products containing a Bioclonics Antibodies that bind to the [***] and [***] target combination in final form suitable for human use. Such agreement will include financial terms and conditions as set forth herein mutatis mutandis, except that the upfront fee will be €[***].