Common use of GRANTS OF OPTIONS AND LICENSES RELATING TO ADDITIONAL MICE AND ADDITIONAL TECHNOLOGY Clause in Contracts

GRANTS OF OPTIONS AND LICENSES RELATING TO ADDITIONAL MICE AND ADDITIONAL TECHNOLOGY. 20.1 Option to Include Additional Mice in Research License(s). 20.1.1 Pursuant to Section 15.1 and the other terms and conditions of this Agreement, on a Research Antigen-by-Research Antigen basis, Medarex has granted to Genmab option(s) to obtain [***] Research License(s) under the Medarex Technology and Medarex’s rights in the Medarex Mice and Mice Materials related thereto, in each case during the Research License Period with respect to a particular Research Antigen. Subject to Section 20.1.2 of this Agreement, on a Research Antigen-by-Research Antigen basis, Medarex hereby grants to Genmab an option to expand the rights granted by Medarex to Genmab in the Research License during the applicable Research License Period with respect to a particular Research Antigen to include rights with respect to the Additional Technology and the Additional Mice (and Mice Materials derived from such Additional Mice) (each an “Additional Technology Research Option”). It is hereby agreed that, once a particular antigen becomes a Research Antigen in accordance with Section 15.2, then an Additional Technology Research Option shall be kept available by Medarex for as long as (i) such antigen remains a Research Antigen, and (ii) the [***] has not expired or been terminated. 20.1.2 In the event that Genmab, pursuant to the terms of this Agreement, obtains a Research License with respect to a particular Research Antigen, Genmab shall have a right to exercise an Additional Technology Research Option with respect to such Research Antigen, as follows. Genmab shall provide to Medarex written notice of its desire to exercise such option, and upon receipt of such notice Medarex shall [***] with respect to such Research Antigen. Subject to Sections 20.3 and 20.4 of this Agreement, upon Medarex’s providing [***] such notice, the grant of the Research License with respect to such Research Antigen in Section 15.1 shall be deemed to be amended such that references to “Medarex Mice” shall be deemed to include Medarex’s interests in and to the “Additional Mice” and references to “Medarex Technology” shall be deemed to include Medarex’s interests in and to the “Additional Technology”; provided, however, that any such rights with respect to the Additional Mice and Additional Technology shall be exercisable (i) subject to Section 20.2.3 of this Agreement, on the same terms and conditions that apply in Article 15 of this Agreement to the Medarex Mice, and (ii) in the case of any such rights granted by Medarex to Genmab as part of a sublicense under such Medarex Reservation License, to the extent permitted by the terms of such Medarex Reservation License. 20.1.3 In the event that Genmab exercises an Additional Technology Research Option with respect to a particular Research Antigen pursuant to Section 20.1.2 of this Agreement, the Research License Period as it applies to the Additional Mice and the Additional Technology shall be determined pursuant to Sections 15.3.1 (d) and 15.3.2(c) of this Agreement. 20.2 Option to Include Additional Mice in Exclusive License(s)

Appears in 2 contracts

Sources: Evaluation and Commercialization Agreement (Genmab a/S), Evaluation and Commercialization Agreement (Genmab a/S)