Common use of Exercise of Option Rights Clause in Contracts

Exercise of Option Rights. The Option rights for the License or the Extended License(s) may be exercised by SVT by giving written notice to VBI of SVT’s interest in VBI LPV™ Technology in the Field or outside the Field, respectively (the “Option Notice”) in the form of Schedule D hereto. Upon receipt of such Option Notice by VBI, the Parties shall promptly negotiate in good faith with respect to the Field or any extended field, the terms of a definitive License Agreement consistent with the conditions herein and with such other terms and conditions customary to this type of transaction and including specifically conditions relating to the transfer of VBI LPV Technology to SVT and the associated reasonable technical assistance, necessary for SVT to develop and commercialize Vaccines using the VBI LPV Technology. The License Agreement shall be also consistent with the conditions/financial terms described on Schedule E. The Parties already acknowledge and agree that the royalty rate specified in Schedule E will be in consideration of the License grant as well as, in consideration of VBI contribution to the research efforts, in the case of VBI employees have the status of inventor in an invention relating to the Project Candidate Vaccine. The Parties shall make best reasonable efforts to execute the License Agreement, within reasonable timelines after VBI’s receipt of the Option Notice. Any Extended License agreement outside the Field shall be negotiated in good faith, also in accordance with the terms set forth in Schedule E for the Field. Upon exercise of the Option rights and execution of the License Agreement, the Parties shall also discuss in good faith the development plan to be worked jointly. The Parties agree that VBI will be consulted first for any formulation or process development work on the VBI LPV™ Technology that may be out-sourced from SVT.