Common use of Exclusive Option Clause in Contracts

Exclusive Option. Broad grants to Company, on an Invention-by-Invention basis, an exclusive first option (the “Company License Option”) during the Option Period for such Invention to negotiate a license agreement (“Invention License Agreement”) to obtain a non-exclusive or exclusive license, as requested by Company and permitted in accordance with Broad’s institutional policies in effect at such time, under the intellectual property rights in each Invention that are Controlled by Broad (the “Optioned IP”), to research, develop, make, have made, use, sell, have sold, offer for sale, import and export products covered by such Inventions. “Controlled” shall mean, as to any intellectual property right, the possession (whether by ownership or license, other than by a license granted pursuant to this Agreement, or by right under an inter-institutional agreement or other arrangement) by Broad of the ability to grant to Company access, ownership, a license or a sublicense as required herein to such intellectual property right, without (a) violating the terms of any agreement or other arrangement with any Third Party in existence as of the time Broad would be required hereunder to grant Company such access, ownership, license or sublicense, and (b) violating any law or regulation. If at the time of providing a Disclosure Notice, Broad does not have the right to license the interests of an academic institution that is not a Participating Institution (as defined below) in the applicable Optioned IP by virtue of a pre-existing agreement between Broad and such academic institution, then Broad shall make good faith efforts to secure an inter-institutional agreement with such academic institution within [**] days after the date of filing of the first patent application (provisional or utility) covering the applicable Invention pursuant to which Broad would acquire the exclusive right to license such interests in the Optioned IP (or the right to license such interests in the Optioned IP non-exclusively if Company requests a non-exclusive license from Broad) on

Exclusive Option. Broad grants to Company, on an Invention-by-Invention basis, an exclusive first option (the “Company License Option”) during the Option Period for such Invention to negotiate a license agreement (“Invention License Agreement”) to obtain a non-exclusive or exclusive license, as requested by Company and permitted in accordance with Broad’s institutional policies in effect at such time, under the intellectual property rights in each Invention that are Controlled by Broad (the “Optioned IP”), to research, develop, make, have made, use, sell, have sold, offer for sale, import and export products covered by such Inventions. “Controlled” shall mean, as to any intellectual property right, the possession (whether by ownership or license, other than by a license granted pursuant to this Agreement, or by right under an inter-institutional agreement or other arrangement) by Broad of the ability to grant to Company access, ownership, a license or a sublicense as required herein to such intellectual property right, without (a) violating the terms of any agreement or other arrangement with any Third Party in existence as of the time Broad would be required hereunder to grant Company such access, ownership, license or sublicense, and (b) violating any law or regulation. If at the time of providing a Disclosure Notice, Broad does not have the right to license the interests of an academic institution that is not a Participating Institution (as defined below) in the applicable Optioned IP by virtue of a pre-existing agreement between Broad and such academic institution, then Broad shall make good faith efforts to secure an inter-institutional agreement with such academic institution within [**] days after the date of filing of the first patent application (provisional or utility) covering the applicable Invention pursuant to which Broad would acquire the exclusive right to license such interests in the Optioned IP (or the right to license such interests in the Optioned IP non-exclusively if Company requests a non-exclusive license from Broad) onnon-