Exercise of an Option Sample Clauses
The "Exercise of an Option" clause defines the process by which a party may formally activate a contractual right, such as extending a lease or purchasing additional goods or services. Typically, this clause outlines the required notice period, the method of notification (such as written notice), and any conditions that must be met for the option to be validly exercised. Its core practical function is to provide a clear and enforceable mechanism for parties to take advantage of optional rights granted in the contract, thereby reducing ambiguity and potential disputes over how and when such rights can be exercised.
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Exercise of an Option. (a) Until an Option for any country is exercised by Inspire and accepted by Allergan, the following procedure shall be used: Inspire may exercise the Option for each country in the Territory by sending written notice of such exercise of the Option for such country to Allergan during the Relevant Exercise Period, together with a license agreement executed by Inspire, dated as of the exercise date of the exercise of such Option, in the form attached as Exhibit 6.2 (the “Inspire Product License Agreement”). Within ten (10) days after receipt of any such notice and the Inspire Product License Agreement executed by Inspire, Allergan may, in its sole discretion, either (i) accept such Option for such country by executing the Inspire Product License Agreement and sending to Inspire the fully executed Inspire Product License Agreement together with the up-front payment required in Section 6.1 of the Inspire Product License Agreement, if any; or (ii) not accept such Option and send written notice of such decision to Inspire together with a return of the Inspire Product License Agreement executed by Inspire but not executed by Allergan (which shall be destroyed by Inspire and have no effect).
(b) After an Option for any country is exercised by Inspire and accepted by Allergan for the first time, such that the Inspire Product License Agreement has been executed by both Parties and is in effect, then the following procedure shall be used: Inspire may exercise the Option for each subsequent country in the Territory by sending written notice of such exercise of the Option for such country to Allergan. Within ten (10) days after receipt of any such notice, Allergan may, in its sole discretion, either (i) accept such Option for such country by sending written notice of such decision to Inspire together with any up-front payment required in Section 6.1 of the Inspire Product License Agreement, if any; or (ii) not accept such Option and send written notice of such decision to Inspire.
(c) Allergan shall have the sole and absolute discretion to accept or decline any Option exercised by Inspire as provided in this Section 6.2. Allergan acknowledges that if Allergan does not accept any Option for a country within ten (10) days after receipt of such notice from Inspire with respect to such country, then Inspire will retain all rights to the Inspire Products (as defined in Exhibit 6.2) in such country, including the right to commercialize the Inspire Products on its own or with ...
Exercise of an Option. The exercise of an Option shall be made only by a written notice delivered in person or by mail to the Secretary of the Company at the Company's principal executive office, specifying the number of Shares to be purchased and accompanied by payment therefor. The purchase price for any Shares purchased pursuant to the exercise of an Option shall be paid in full upon such exercise by delivery of cash or personal check in amount of purchase price. The written notice may provide instructions from the Optionee to the Company that upon receipt of the purchase price in cash from the Optionee's broker or dealer, designated as such on the written notice, in payment for any Shares purchased pursuant to the exercise of an Option, the Company shall issue such Shares directly to the broker or dealer. If requested by the Board, the Optionee shall deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares.
Exercise of an Option. (a) Novartis shall have [**] calendar days after receipt of the Data Package in which to provide written notice to Infinity (the “Data Receipt Notice”) as to whether the Data Package is complete and whether the Lead Criteria have been achieved with respect to the relevant Lead Program, each as reasonably determined by Novartis. If Novartis has not provided a Data Receipt Notice to Infinity within such [**] day period, the Data Package shall be deemed to be complete and the Lead Criteria shall be deemed to have been achieved with respect to the Lead Program.
(b) If Novartis reasonably determines that the Data Package is incomplete or that the Lead Criteria have not been achieved, then Infinity may perform additional research as necessary and resubmit the Data Package; provided that Novartis shall have additional [**] calendar day periods to evaluate each such resubmission.
(c) If Novartis determines that the Data Package is complete and that the Lead Criteria have been achieved, then, in the Data Receipt Notice, Novartis may select chemical entities in each Lead Program as set forth in 3.3.2
(a) for synthesis (up [**] milligrams of purified material) and delivery by Infinity to Novartis for further biological testing which may include the following: (i) confirmation of activity in primary and cellular systems; (ii) hERG channel inhibition using patch clamp assay; (iii) in vivo efficacy and PK; (iv) detailed metabolism studies; and (v) other studies at Novartis’ discretion. In addition, Infinity will provide access to screening data, if required by Novartis. Within [**] business days after receipt of the request, Infinity will provide Novartis with a quote for the expected length of time and the cost to provide each such chemical entity. Infinity will base such quotation on an FTE rate of U.S.$[**] per month to synthesize and deliver such chemical entities and in no case shall the quotation exceed U.S.$[**] per chemical entity. Novartis shall have [**] calendar days in which to accept or reject such quote in writing. If Novartis does not accept such quote within such [**] day period, Infinity shall have no obligation to synthesize such compounds and deliver the related information. If Novartis accepts such quote within such [**] day period, Infinity will use its commercially reasonable efforts to provide such synthesized compounds within [**] weeks after receipt of Novartis’ written acceptance of such quote. Each such synthesized compound shall be greater th...
Exercise of an Option. Genzyme shall exercise an Option, if at all, by properly delivering a complete Option Exercise Notice in respect of such Option to Voyager [***] the respective Option Exercise Period for such Option.
Exercise of an Option. No Option shall be exercisable during the lifetime of the Optionee by any person other than the Optionee. Subject to the foregoing, the Plan Administrator shall have the power to set the time or times within which each Option shall be exercisable and to accelerate the time or times of exercise. To the extent that an Optionee has the right to exercise an Option and purchase shares pursuant hereto, the Option may be exercised from time to time by written notice to the Company, stating the number of shares being purchased and accompanied by payment in full of the exercise price for such shares.
Exercise of an Option. Subject to the terms and conditions of this Agreement, Alexion may exercise an Option with respect to any or all Targets at any time during the Research Term by (a) sending written notice of such exercise (“Exercise Notice”) to Xencor, which exercise notice identifies the Target or Targets for which Alexion is exercising the Option, and (b) paying to Xencor the Option Fee for such Commercial License. The exercise of an Option and the corresponding provisions of this Agreement that are triggered by the exercise of such Option shall become effective only upon payment in full of the Option Fee with respect to such Option. At any time during the Research Term, an Option may be exercised, and the Commercial License practiced by Alexion, with respect to all Products that bind to or contain one or more Targets; provided, that Alexion pays the Option Fee with respect to each Target for which the Option is exercised as set forth in Article 5 below.
Exercise of an Option. If GNE notifies Immunocore that it wishes to be granted such rights, the Parties shall negotiate in good faith for a period of [***] from (a) the delivery of the Full Data Package to GNE, or (b) such [***] period as the Parties may agree, the financial terms under which GNE shall be granted such rights. If at the end of such period the Parties have not agreed on the [***] terms of such rights, Immunocore may grant such rights to develop and commercialise the Immunocore Products to a Third Party under a written agreement (each a “Third Party Agreement”); provided that the [***] terms under such Third Party Agreement shall be no less favourable to Immunocore than the [***] terms which were last offered by GNE to Immunocore. If Immunocore has not signed a definitive agreement relating to a Third Party Agreement by the date [***] from the last day of the [***] negotiation period referred to above (or if such negotiation period is extended by the Parties, from the date that the Parties terminate negotiations) then the provisions of this Section 4.2 shall re-apply and before entering into any Third Party Agreement Immunocore must serve a further notice under Section 4.2.2.
Exercise of an Option. NIBRI may exercise an Option by delivery to Myogen of written notice of exercise (an "Exercise Notice") no later than [/\#/\] after the filing of an IND for the Development Candidate, specifying the Development Candidate as to which such Option is being exercised. The parties shall then promptly execute a License, Development and [/\#/\]CONFIDENTIAL TREATMENT REQUESTED Commercialization Agreement identical in substance to Exhibit A hereto (the "License Agreement"), the terms of which are incorporated by reference into, and are a part of, this Agreement, pursuant to which NIBRI will use commercially reasonable efforts (as defined in the License Agreement), to further develop and commercialize the Development Candidate. Development of each Development Candidate shall proceed as soon as practicable after the Option is exercised, in accordance with the terms of the License Agreement. NIBRI agrees that, during the term of this Agreement and after termination of this Agreement, it will not develop and/or commercialize (either by itself or through a Third Party) an Active Compound that has been selected for research or development in the course of the Research Program because it has a potential therapeutic effect against any of the Myogen Targets or Collaboration Targets except under the terms of the License Agreement.
Exercise of an Option. If GNE notifies Immunocore that it wishes to be granted such rights, the Parties shall negotiate in good faith for a period of [***] from (a) the delivery of the Full Data Package to GNE, or (b) such longer period as the Parties may agree, the terms under which GNE shall be granted such rights. If at the end of such period the Parties have not agreed on the terms of such rights, Immunocore may at any time within [***] from the last day of the [***] negotiation period referred to above, and to any Third Party, grant such rights to commercialise the Other HLA/MAGE-A4 Compound under a written agreement (each a “Third Party Agreement”). If Immunocore has not signed a definitive agreement relating to a Third Party Agreement by the date [***] from the last day of the [***] negotiation period referred to above (or if such negotiation period is extended by the Parties, from the date that the Parties terminate negotiations) then the provisions of this Section 9.2 shall re-apply and before entering into any Third Party Agreement Immunocore must serve a further notice under Section 9.2.2.
Exercise of an Option. (a) If a Non-Defaulting Shareholder gives a FMV Notice, then the Company must provide to the Non-Defaulting Shareholder all information and assistance reasonably required by the Non-Defaulting Shareholder to consider and, if it so decides, to exercise its rights under this clause 26 and a Non-Defaulting Shareholder may, despite clause 32, disclose any such information on a confidential basis to its Related Bodies Corporate, advisers and financiers.
(b) Within 30 days after a Non-Defaulting Shareholder receives a certificate issued by the Expert under clause Schedule 21(c)(iii) of Schedule 2, the Non-Defaulting Shareholder may exercise the Call Option by giving written notice to that effect to the Defaulting Shareholder and the Company.
(c) If the Non-Defaulting Shareholder exercises the Call Option, the Defaulting Shareholder must sell to the Non-Defaulting Shareholder all of its Shares and the Non-Defaulting Shareholder must purchase those Shares at 95% of the Fair Market Value of those Shares. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Joint Venture and Shareholders Agreement 63
(d) The purchase price payable for the Shares being transferred under this clause 28.4 (Transfer Shares) is payable in Immediately Available Funds on the closing of the purchase and sale, which must take place on the day which is 15 Business Days after the date of exercise of an option under clause 28.4(b) (or, by such later date as is required for the recipient to obtain Regulatory Consent) (Closing Date), provided that the Non-Defaulting Shareholder uses all reasonable endeavours to obtain the required Regulatory Consent.
(e) On the Closing Date, the Shareholder selling its Shares (Transferor) must deliver to the Shareholder purchasing the Shares (Transferee):
(i) a transfer form for the Transfer Shares in favour of the Transferee signed by the Transferor;
(ii) the share certificate(s) or other title documents for the Transfer Shares;
(iii) a written resignation from each Director appointed by the Transferor; and
(iv) a notice signed by the Transferor irrevocably appointing the Transferee as the Transferor’s proxy in respect of the Transfer Shares until such time as those Shares are registered in the name of the Transferee.
(f) On the Closing Date the Transferor is deemed to warrant in favour of the Transferee that the Transferor transfers to the Transferee clear and unencumbered legal title to the Transfer Shares, free of any Security Interest or third party rights other than any security interest held s...