Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. (a) Holdings hereby grants to Guilford an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC Equity Securities owned, or hereinafter acquired, by Holdings in accordance with the terms of this Agreement. (b) SNDC hereby covenants and agrees that all SNDC Equity Securities issued by SNDC at any time prior to the expiration of the Purchase Option Period (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option Period) shall be subject to the Purchase Option and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford or Holdings. Further, to the extent SNDC shall issue any SNDC Equity Securities (including any issuance in respect of a transfer of SNDC Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Equity Securities being subject to the prior written consent of Guilford as set forth in Sections 6(c) and 8(b) hereof, as applicable), SNDC hereby covenants and agrees that it shall cause such SNDC Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Equity Securities by Guilford, SNDC or any SNDC Subsidiary to the Person(s) acquiring such subsequently issued SNDC Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford for all of the outstanding SNDC Equity Securities now or hereinafter owned by any Person shall be the Purchase Price. (c) Guilford’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 1, 2005 and ending on and including the earlier of (i) March 31, 2007 and (ii) the 90th calendar day immediately following the first date on which a balance sheet of SNDC (prepared in accordance with GAAP) is delivered to Guilford stating that the amount of cash and cash equivalents held by SNDC is less than $2,000,000.

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Isis an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony GenIsis Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony GenIsis hereby covenants and agrees that all SNDC Symphony GenIsis Equity Securities issued by SNDC Symphony GenIsis at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Isis or Holdings. Further, to the extent SNDC Symphony GenIsis shall issue any SNDC Symphony GenIsis Equity Securities (including any issuance in respect of a transfer of SNDC Symphony GenIsis Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony GenIsis Equity Securities being subject to the prior written consent of Guilford Isis as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony GenIsis hereby covenants and agrees that it shall cause such SNDC Symphony GenIsis Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony GenIsis Equity Securities by GuilfordIsis, SNDC Symphony GenIsis or any SNDC Symphony GenIsis Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony GenIsis Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Isis pursuant to this Agreement for all of the outstanding SNDC Symphony GenIsis Equity Securities now or hereinafter owned by any Person shall be the Purchase Price. (c) Guilford’s Isis’ right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC Symphony GenIsis Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 17, 2005 2007 (the “Purchase Option Commencement Date”) and ending on and including the earlier of (ix) March 31April 7, 2007 2010 (the “Final Termination Date”), and (iiy) the 90th calendar day (such 90th calendar day, the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Isis in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of SNDC Symphony GenIsis (prepared in accordance with GAAP) is delivered to Guilford stating that the aggregate amount of cash and cash equivalents held by SNDC Symphony GenIsis is less than $2,000,000[***] net of all accrued and unpaid amounts owing by Symphony GenIsis at such time; (iv) In the event that Isis has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement, the Purchase Option Period shall be determined in accordance with the Research Cost Sharing and Extension Agreement (for the avoidance of doubt, funds advanced by Isis pursuant to the Research Cost Sharing and Extension Agreement shall not be included in any calculation of the Purchase Price hereunder); and (v) In the event that Holdings terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Isis shall have five (5) Business Days to notify Holdings of its exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Isis may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Guilford the Company an exclusive irrevocable option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Collaboration Equity Securities ownedowned or hereafter acquired by Holdings, or hereinafter acquired, by Holdings in accordance with the terms of this Agreement. (b) SNDC The Symphony Collaboration hereby covenants and agrees that all SNDC Symphony Collaboration Equity Securities issued by SNDC the Symphony Collaboration at any time prior to the expiration of the Purchase Option Period Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to the Purchase Option and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford the Company or Holdings. FurtherFor the avoidance of doubt, to the extent SNDC the Symphony Collaboration shall issue any SNDC Symphony Collaboration Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Collaboration Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Collaboration Equity Securities being subject to the prior written consent of Guilford the Company as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC the Symphony Collaboration hereby covenants and agrees that it shall cause such SNDC Symphony Collaboration Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Collaboration Equity Securities by Guilfordthe Company, SNDC the Symphony Collaboration or any SNDC Symphony Collaboration Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Collaboration Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford the Company pursuant to this Agreement for all of the outstanding SNDC Symphony Collaboration Equity Securities now or hereinafter owned by any Person shall be the Purchase PricePrice (as defined in Section 2(b) hereof). (c) GuilfordThe Company’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC the Symphony Collaboration Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during on the period (the “Purchase Option Period”) commencing on and including April 1, 2005 and ending on and including the earlier of (i) March 31, 2007 and (ii) the 90th calendar day immediately following the first date on which a balance sheet of SNDC (prepared in accordance with GAAP) is delivered to Guilford stating that the amount of cash and cash equivalents held by SNDC is less than $2,000,000hereof.

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Allegro Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Allegro hereby covenants and agrees that all SNDC Symphony Allegro Equity Securities issued by SNDC Symphony Allegro at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Alexza or Holdings. Further, to the extent SNDC Symphony Allegro shall issue any SNDC Symphony Allegro Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Allegro Equity Securities being subject to the prior written consent of Guilford Alexza as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony Allegro hereby covenants and agrees that it shall cause such SNDC Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Allegro Equity Securities by GuilfordAlexza, SNDC Symphony Allegro or any SNDC Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Alexza pursuant to this Agreement for all of the outstanding SNDC Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase PricePrice (as defined in Section 2(b) hereof). (c) GuilfordAlexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC the Symphony Allegro Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April December 1, 2005 2007 (the “Purchase Option Commencement Date”) and ending on and including the earlier of (ix) March 31December 1, 2007 2010 (the “Final Termination Date”), and (iiy) the 90th [ * ] calendar day (such [ * ] calendar day, the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Alexza by Holdings or Symphony Allegro in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of SNDC Symphony Allegro (prepared in accordance with GAAP) is delivered to Guilford stating that the amount working capital of cash and cash equivalents held by SNDC Symphony Allegro is less than $2,000,000the Balance Sheet Deficiency Threshold at such time (any such event, a “Balance Sheet Deficiency”); (iv) In the event that Alexza has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement, the Purchase Option Period shall be determined in accordance with the Research Cost Sharing and Extension Agreement (for the avoidance of doubt, amounts transferred by Alexza pursuant to the Research Cost Sharing and Extension Agreement shall not be included in any calculation of the Purchase Price hereunder); and (v) In the event that Symphony Allegro terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Alexza shall have [ * ] to notify Holdings of its exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Alexza may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Dynamo Equity Securities ownedowned or hereafter acquired by Holdings, or hereinafter acquired, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Dynamo hereby covenants and agrees that all SNDC Symphony Dynamo Equity Securities issued by SNDC Symphony Dynamo at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Dynavax or Holdings. Further, to the extent SNDC Symphony Dynamo shall issue any SNDC Symphony Dynamo Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Dynamo Equity Securities being subject to the prior written consent of Guilford Dynavax as set forth in Sections 6(c5(c) and 8(band7(b) hereof, as applicable), SNDC Symphony Dynamo hereby covenants and agrees that it shall cause such SNDC Symphony Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Dynamo Equity Securities by GuilfordDynavax, SNDC Symphony Dynamo or any SNDC Symphony Dynamo Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Dynavax pursuant to this Agreement for all of the outstanding SNDC Symphony Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price. (c) GuilfordDynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC Symphony Dynamo Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during on the period (the “Purchase Option Period”) commencing on and including April 1, 2005 and ending on and including the earlier of (i) March 31, 2007 and (ii) the 90th calendar day immediately following the first date on which a balance sheet of SNDC (prepared in accordance with GAAP) is delivered to Guilford stating that the amount of cash and cash equivalents held by SNDC is less than $2,000,000hereof.

Grant of Purchase Option. (a) Holdings hereby grants to Guilford the Company an exclusive irrevocable option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Collaboration Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC The Symphony Collaboration hereby covenants and agrees that all SNDC Symphony Collaboration Equity Securities issued by SNDC the Symphony Collaboration at any time prior to the expiration of the Purchase Option Period Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to the Purchase Option and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford the Company or Holdings. FurtherFor the avoidance of doubt, to the extent SNDC the Symphony Collaboration shall issue any SNDC Symphony Collaboration Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Collaboration Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Collaboration Equity Securities being subject to the prior written consent of Guilford the Company as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC the Symphony Collaboration hereby covenants and agrees that it shall cause such SNDC Symphony Collaboration Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Collaboration Equity Securities by Guilfordthe Company, SNDC the Symphony Collaboration or any SNDC Symphony Collaboration Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Collaboration Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford the Company pursuant to this Agreement for all of the outstanding SNDC Symphony Collaboration Equity Securities now or hereinafter owned by any Person shall be the Purchase PricePrice (as defined in Section 2(b) hereof). (c) GuilfordThe Company’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC the Symphony Collaboration Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Section 1(c)(iv), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 1, 2005 the first day following the first anniversary of the Closing Date (the “Purchase Option Commencement Date”) and ending on and including the earlier earliest of (ix) March 31, 2007 and 2012 (iithe “Final Termination Date”), (y) the 90th 40th calendar day (such 40th calendar day, the “Funds Termination Date”) immediately following the date (the “Balance Sheet Deficiency Date”) on which a notice that an impending Funds Termination Date may occur as a result of such Balance Sheet Deficiency Date (the “Funds Termination Notice”) is delivered to the Company by Holdings or the Symphony Collaboration in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited balance sheet of the Symphony Collaboration (prepared in accordance with GAAP (except for the absence of footnotes)) stating that the working capital of the Symphony Collaboration is less than the Balance Sheet Deficiency Threshold at such time (the “Balance Sheet Deficiency”); provided, that, notwithstanding the foregoing to the contrary, if the Additional Holdings Funding, a contribution by the Company pursuant to the Optional Company Funding or the Company Payment Amount shall have been paid to the Symphony Collaboration, the Funds Termination Date shall be the 30th calendar day immediately following the first next occurrence of a Balance Sheet Deficiency Date, and (z) the date on which a balance sheet both Programs have been discontinued pursuant to Section 4.2(c) of SNDC the Amended and Restated Research and Development Agreement. (prepared in accordance with GAAPiv) is delivered to Guilford stating In the event that the amount Symphony Collaboration terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, the Company shall have five (5) Business Days to notify Holdings of cash and cash equivalents held by SNDC is less than $2,000,000its exercise of the Purchase Option under the terms of this Agreement.

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Exelixis an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Evolution Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Evolution hereby covenants and agrees that all SNDC Symphony Evolution Equity Securities issued by SNDC Symphony Evolution at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Exelixis or Holdings. Further, to the extent SNDC Symphony Evolution shall issue any SNDC Symphony Evolution Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Evolution Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Evolution Equity Securities being subject to the prior written consent of Guilford Exelixis as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony Evolution hereby covenants and agrees that it shall cause such SNDC Symphony Evolution Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Evolution Equity Securities by GuilfordExelixis, SNDC Symphony Evolution or any SNDC Symphony Evolution Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Evolution Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Exelixis for all of the outstanding SNDC Symphony Evolution Equity Securities now or hereinafter owned by any Person shall be the Purchase Price. (c) Guilford’s Exelixis’ right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC Symphony Evolution Equity Securities; (ii) The Purchase Option may only be exercised a single time; and[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iii) The Except as provided in Sections 1(c)(iv) and (v) below, the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 1June 9, 2005 2006, 2006 (the “Purchase Option Commencement Date”) and ending on and including the earlier of (i) March 31x), 2007 June 9, 2009 the (“Final Termination Date”), and (iiy) the 90th calendar day (such 90th calendar day, the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a an internally prepared, unaudited, balance sheet of SNDC Symphony Evolution (prepared in accordance with GAAP) is delivered to Guilford Exelixis stating that the aggregate amount of (A) cash and cash equivalents held by SNDC Symphony Evolution and (B) cash that will be received in connection with a pending Funding Notice provided by Holdings to the Investors pursuant to the Funding Agreement is less than $2,000,0005,000,000 (unless extended in accordance with Section 1(c)(iv); (iv) In the event that Exelixis has agreed to share the costs of additional research pursuant to the Research Cost Sharing and Extension Agreement (the “RCSEA”), the Purchase Option Period shall be determined in accordance with the RCSEA (for the avoidance of doubt, funds advanced by Exelixis pursuant to the RCSEA shall not be included in any calculation of the Purchase Price hereunder); and (v) In the event that Holdings terminates the Amended and Restated Research and Development Agreement following a material breach thereof by Exelixis (as provided in Section 17.2 of the Amended and Restated Research Agreement), Exelixis shall have thirty (30) days in which to decide if it wishes to exercise the Purchase Option hereunder. Such exercise of the Purchase Option shall be effected in accordance with the terms of this Agreement, except that such exercise may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Dynamo Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Dynamo hereby covenants and agrees that all SNDC Symphony Dynamo Equity Securities issued by SNDC Symphony Dynamo at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Dynavax or Holdings. Further, to the extent SNDC Symphony Dynamo shall issue any SNDC Symphony Dynamo Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Dynamo Equity Securities being subject to the prior written consent of Guilford Dynavax as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony Dynamo hereby covenants and agrees that it shall cause such SNDC Symphony Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Dynamo Equity Securities by GuilfordDynavax, SNDC Symphony Dynamo or any SNDC Symphony Dynamo Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Dynavax pursuant to this Agreement for all of the outstanding SNDC Symphony Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price. (c) GuilfordDynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC Symphony Dynamo Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Section 1(c)(iv), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 118, 2005 2007, (the “Purchase Option Commencement Date”) and ending on and including the earlier of (ix) March 31April 18, 2007 2011 and (iiy) the 90th calendar [ * ] day immediately following the first date on which a an internally prepared, unaudited, balance sheet of SNDC Symphony Dynamo (prepared in accordance with GAAP) is delivered to Guilford Dynavax stating that the aggregate amount of (A) cash and cash equivalents held by SNDC Symphony Dynamo and (B) [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. cash that will be received in connection with a pending Funding Notice provided by Holdings to the Investors pursuant to the Funding Agreement is less than $2,000,000[ * ]; and (iv) In the event that Holdings terminates the Amended and Restated Research and Development Agreement pursuant to Section 17.2 thereof, Dynavax [ * ] to notify Holdings of its exercise of the Purchase Option under the terms of this Agreement. Such exercise of the Purchase Option by Dynavax may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Allegro Equity Securities ownedowned or hereafter acquired by Holdings, or hereinafter acquired, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Allegro hereby covenants and agrees that all SNDC Symphony Allegro Equity Securities issued by SNDC Symphony Allegro at any time prior to the expiration of the Purchase Option Period Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Alexza or Holdings. Further, to the extent SNDC Symphony Allegro shall issue any SNDC Symphony Allegro Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Allegro Equity Securities being subject to the prior written consent of Guilford Alexza as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony Allegro hereby covenants and agrees that it shall cause such SNDC Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Allegro Equity Securities by GuilfordAlexza, SNDC Symphony Allegro or any SNDC Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Alexza pursuant to this Agreement for all of the outstanding SNDC Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase PricePrice (as defined in Section 2(b) hereof). (c) GuilfordAlexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC the Symphony Allegro Equity Securities; (ii) The Purchase Option may only be exercised a single time; and (iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April December 1, 2005 2007 (the “Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the earlier of (i) March 31, 2007 and (ii) the 90th calendar day immediately following the first date on which a balance sheet of SNDC (prepared in accordance with GAAP) is delivered to Guilford stating that the amount of cash and cash equivalents held by SNDC is less than $2,000,000“Final Termination Date”).

Grant of Purchase Option. (a) Holdings hereby grants to Guilford Lexicon an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the SNDC outstanding Symphony Icon Equity Securities owned, owned or hereinafter acquiredacquired by Holdings, by Holdings in accordance with the terms of this Agreement. (b) SNDC Symphony Icon hereby covenants and agrees that all SNDC Symphony Icon Equity Securities issued by SNDC Symphony Icon at any time prior to the expiration of the Purchase Option Period Term (including to Holdings Holdings, on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Purchase Option PeriodTerm) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Guilford Lexicon or Holdings. Further, to the extent SNDC Symphony Icon shall issue any SNDC Symphony Icon Equity Securities (including any issuance in respect of a transfer of SNDC Symphony Icon Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such SNDC Symphony Icon Equity Securities being subject to the prior written consent of Guilford Lexicon as set forth in Sections 6(c5(c) and 8(b7(b) hereof, as applicable), SNDC Symphony Icon hereby covenants and agrees that it shall cause such SNDC Symphony Icon Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such SNDC Symphony Icon Equity Securities by GuilfordLexicon, SNDC Symphony Icon or any SNDC Symphony Icon Subsidiary to the Person(s) acquiring such subsequently issued SNDC Symphony Icon Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Guilford Lexicon pursuant to this Agreement for all of the outstanding SNDC Symphony Icon Equity Securities now or hereinafter owned by any Person shall be the Purchase PricePrice (as defined in Section 2(b) hereof). (c) GuilfordLexicon’s right to exercise the Purchase Option granted hereby is subject to the following conditions: (i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ SNDC the Symphony Icon Equity Securities; (ii) The Purchase Option may only be exercised a single time; and; (iii) The Except as expressly provided in Sections 1(c)(iv) and (v), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 1June 15, 2005 2008 (the “Purchase Option Commencement Date”) and ending on and including the earlier earliest of (ix) March 31June 15, 2007 2011 (the “Final Termination Date”), (y) the [**] (such [**], the “Funds Termination Date”) immediately following the first date (each, a “Balance Sheet Deficiency Date”) on which a notice of an impending Funds Termination Date (a “Funds Termination Notice”) is delivered to Lexicon by Holdings or Symphony Icon in accordance with Section 13 hereof, accompanied by an internally prepared, unaudited, balance sheet of Symphony Icon (prepared in accordance with GAAP) stating that the working capital of Symphony Icon is less than the Balance Sheet Deficiency Threshold at such time (any such event, a “Balance Sheet Deficiency”), and (iiz) the 90th calendar day [**] immediately following the first date on which a balance sheet Symphony Icon notifies Lexicon that all Programs have been discontinued pursuant to Section 4.2(c) of SNDC the Amended and Restated Research and Development Agreement; (prepared iv) In the event that Lexicon has agreed to share the costs of additional research pursuant to Section 3 of the Research Cost Sharing, Payment and Extension Agreement, the Purchase Option Period shall be determined in accordance with GAAPthe Research Cost Sharing, Payment and Extension Agreement (for the avoidance of doubt, amounts transferred by Lexicon pursuant to the Research Cost Sharing, Payment and Extension Agreement shall not be included in any calculation of the Purchase Price hereunder); and (v) is delivered In the event that Symphony Icon terminates the Amended and Restated Research and Development Agreement pursuant to Guilford stating that Section 17.2 thereof, Lexicon shall have [**] to notify Holdings of its exercise of the amount Purchase Option under the terms of cash and cash equivalents held this Agreement. Such exercise of the Purchase Option by SNDC is less than $2,000,000Lexicon may occur prior to the Purchase Option Commencement Date (an “Early Purchase Option Exercise”).