Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice · an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, • time (the “Exercise Agreement”); · payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or by certified or cashier’s check payable to the order of the Corporation subject to such specific procedures or directions as the Administrator may establish; · any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and · satisfaction of the tax withholding provisions of Section 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in such payment method): · shares of Common Stock already owned by the GranteeParticipant, valued at their Fair Market Value on the exercise date; and/or · a reduction in the number of shares of Common Stock otherwise deliverable to the Participant pursuant to the exercise of the Option (based on the Fair Market Value of such shares on the exercise date); and/or · if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, providedirrevocable instructions to a broker to, howeverupon exercise of the Option, that any promptly sell a sufficient number of shares initially of Common Stock acquired upon exercise of a stock option or otherwise from the Option and deliver to the Corporation must have been owned by the Grantee for at least six amount necessary to pay the Exercise Price (6) months before and, if applicable, the date amount of such exerciseany related tax withholding obligations); • any written statements or agreements required pursuant to and/or · a note meeting the requirements of Section 8.1 5.3.3 of the Plan (or, in the case of tax loans, Section 7.6 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan). The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • : (a) a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • , (b) payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or ; (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash paymentc) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • and (d) satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods: (a) notice and third party payment in such manner as may be authorized by the Administrator. The Grantee , or (b) subject to such procedures as the Administrator may irrevocably electadopt, in such manner and at such time a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or times prior to any applicable tax date as may be permitted or required under Section 8.5 who otherwise facilitates) the exercise of the Plan and rules established Option. Unless otherwise provided by the Administrator (and subject to in accordance with such procedures as the requirements of applicable law)Administrator may impose, to have the Corporation withhold shares of Common Stock issuable on Grantee may elect in connection with an exercise of the Option at their fair market value at (on his/her exercise notice to the time of exercise Corporation (or its delegate)) to satisfy the Exercise Price of the shares to be purchased and/or the minimum amount of any minimum tax withholding obligations of the Corporation or its Subsidiaries arising in connection with respect the exercise by a reduction in the number shares of Common Stock otherwise deliverable by the Corporation to the Grantee in connection with such exercise. The Option will qualify , in which case the number of shares withheld (or immediately reacquired in connection with such exercise, as an ISO only if it meets all the case may be) by the Corporation shall be the number of whole shares that have a fair market value as of the date of such exercise (with the “fair market value” of such shares determined in accordance with the applicable requirements provisions of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovePlan) necessary to satisfy such Exercise Price and/or withholding obligation, as applicable.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such reasonable administrative exercise procedures as the Administrator may implement from time to time) of: • : (a) a written notice stating the number of shares of Common Stock Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • ; (b) payment in full for the Exercise Price of the shares Shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or ; (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash paymentc) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • and (d) satisfaction of the tax withholding provisions of Section 8.5 8.8 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods: (a) notice and third party payment in such manner as may be authorized by the Administrator, or (b) subject to such procedures as the Administrator may adopt, a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option. The Administrator in its sole discretion may (but is not required to) permit the Grantee may irrevocably elect, to elect in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on connection with an exercise of the Option at their fair market value at (on his/her exercise notice to the time of exercise Corporation (or its delegate)) to satisfy the Exercise Price of the Shares to be purchased and/or the amount of any minimum tax withholding obligations of the Corporation or its Subsidiaries arising in connection with respect the exercise by a reduction in the number of Shares otherwise deliverable by the Corporation to the Grantee in connection with such exercise. The Option will qualify , in which case the number of Shares withheld (or immediately reacquired in connection with such exercise, as an ISO only if it meets all the case may be) by the Corporation shall be the number of whole Shares that have a fair market value as of the date of such exercise (with the “fair market value” of such Shares determined in accordance with the applicable requirements provisions of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovePlan) necessary to satisfy such Exercise Price and/or withholding obligation, as applicable.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Class A Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, by certified or cashier’s check payable to the order of the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as any financing or other covenants of the Administrator may adopt as to any non-cash paymentCorporation) in shares of Class A Common Stock already owned by the GranteeParticipant or the reduction of the number of shares of Class A Common Stock otherwise deliverable upon the exercise of the Option, valued at their Fair Market Value on the exercise date, providedin each case subject to such specific procedures or directions as the Administrator may establish; • an executed Additional Stockholders’ Agreement pursuant to which the Participant will become a party to, howeverand be bound by and obligated to comply with the terms and provisions of, that any shares initially acquired upon exercise certain Stockholders’ Agreement, dated as of a stock option or otherwise from May 31, 2006, by and among the Corporation must have been owned by and certain other parties listed therein, as such agreement may be amended from time to time (the Grantee for at least six (6) months before “Stockholders’ Agreement”), such Stockholders’ Agreement and Additional Stockholders’ Agreement to be in substantially the date of such exerciseform attached hereto as Exhibit B; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by delivery to the Corporation of: • shares of Class A Common Stock already owned by the Administrator. The Grantee may irrevocably electParticipant, valued at their Fair Market Value on the exercise date; and/or • if the Class A Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in such manner and at such time or times prior the NASDAQ Global Market Quotation System, irrevocable instructions to any applicable tax date as may be permitted or required under Section 8.5 a broker to, upon exercise of the Plan and rules established by the Administrator (and subject to the requirements Option, promptly sell a sufficient number of applicable law), to have the Corporation withhold shares of Class A Common Stock issuable on acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan; and • a duly executed joinder to the Investor Rights Agreement in the form attached to the Investor Rights Agreement. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at the time of exercise and deliver to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect the amount necessary to such exercisepay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator Committee may require pursuant to such administrative exercise procedures as the Administrator Committee may implement from time to time) of: • a written notice · an executed Option Exercise and Common Share Purchase Agreement (stating the number of shares of Common Stock Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator Committee may require from time to time, • time (the “Exercise Agreement”); · payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator Committee may adopt as establish; · any written statements or agreements required in connection with fulfilling the obligations of the Corporation pursuant to any Section 13.10 of the Plan; and · satisfaction of the tax withholding provisions of Section 13.6 of the Plan. The Committee also may, but is not required to, authorize a non-cash payment) payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be paid in shares of full or in part by delivery to the Corporation of: · Common Stock Shares already owned by the Grantee, valued at their Fair Market Value on the date prior to the exercise date, provided, however, that any shares initially acquired directly from the Corporation (upon exercise of a stock an option or otherwise from the Corporation otherwise) must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements and/or · if the Common Shares are then registered under the Exchange Act and listed or agreements required pursuant quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System, irrevocable instructions to Section 8.1 a broker to, upon exercise of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also mayOption, but is not required to, authorize promptly sell a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares sufficient number of Common Stock issuable on Shares acquired upon exercise of the Option at their fair market value at the time of exercise and deliver to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect the amount necessary to such exercisepay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Option if the Administrator Committee permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such reasonable administrative exercise procedures as the Administrator may implement from time to time) of: • : (a) a written notice stating the number of shares Shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • ; (b) payment in full for the Exercise Price of the shares Shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or ; (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash paymentc) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 [8.1] of the Plan; and • and (d) satisfaction of the tax withholding provisions of Section 8.5 [8.5] of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods: (a) notice and third party payment in such manner as may be authorized by the Administrator, or (b) subject to such procedures as the Administrator may adopt, a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option. The Administrator in its sole discretion may (but is not required to) permit the Grantee may irrevocably elect, to elect in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on connection with an exercise of the Option at their fair market value at (on his/her exercise notice to the time of exercise Corporation (or its delegate)) to satisfy the Exercise Price of the Shares to be purchased and/or the minimum amount of any minimum tax withholding obligations of the Corporation or its Subsidiaries arising in connection with respect the exercise by a reduction in the number Shares of Common Stock otherwise deliverable by the Corporation to the Grantee in connection with such exercise. The Option will qualify , in which case the number of Shares withheld (or immediately reacquired in connection with such exercise, as an ISO only if it meets all the case may be) by the Corporation shall be the number of whole Shares that have a fair market value as of the date of such exercise (with the “fair market value” of such Shares determined in accordance with the applicable requirements provisions of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovePlan) necessary to satisfy such Exercise Price and/or withholding obligation, as applicable.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time (the “Exercise Agreement”), pursuant to which the Participant will become a party to, and be obligated to comply with the terms and conditions of that certain Right of First Refusal, Drag-Along and Co-Sale Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto (the “Co-Sale Agreement”) and that certain Common Holder Voting Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto, (the “Voting Agreement”), unless such requirement to be bound by the Co-Sale Agreement and Voting Agreement is expressly waived by the Administrator; • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. ; The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.. Notwithstanding anything herein to the contrary, the Participant may exercise the Option prior to the vesting of such Option to the extent permitted by the Board of Directors of the Corporation, provided that the Participant satisfies the requirements for exercise set forth above and otherwise herein, and executes, with respect to any unvested portion of the Option, the Restricted Stock Award Agreement attached hereto as Exhibit B.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: : • a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time (the “Exercise Agreement”), pursuant to which the Participant will become a party to, and be obligated to comply with the terms and conditions of that certain Right of First Refusal, Drag-Along and Co-Sale Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto (the “Co-Sale Agreement”) and that certain Common Holder Voting Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto, (the “Voting Agreement”), unless such requirement to be bound by the Co-Sale Agreement and Voting Agreement is expressly waived by the Administrator; • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. ; The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • · a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • · payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • · any written statements or agreements required pursuant to Section 8.1 of the Plan; and • · satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods: (a) notice and third party payment in such manner as may be authorized by the Administrator. The Grantee , or (b) subject to such procedures as the Administrator may irrevocably electadopt, in such manner and at such time a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or times prior to any applicable tax date as may be permitted or required under Section 8.5 who otherwise facilitates) the exercise of the Plan and rules established Option. Unless otherwise provided by the Administrator (and subject to in accordance with such procedures as the requirements of applicable law)Administrator may impose, to have the Corporation withhold shares of Common Stock issuable on Grantee may elect in connection with an exercise of the Option at their fair market value at (on his/her exercise notice to the time of exercise Corporation (or its delegate)) to satisfy the Exercise Price of the shares to be purchased and/or the minimum amount of any minimum tax withholding obligations of the Corporation or its Subsidiaries arising in connection with respect the exercise by a reduction in the number shares of Common Stock otherwise deliverable by the Corporation to the Grantee in connection with such exercise. The Option will qualify , in which case the number of shares withheld (or immediately reacquired in connection with such exercise, as an ISO only if it meets all the case may be) by the Corporation shall be the number of whole shares that have a fair market value as of the date of such exercise (with the “fair market value” of such shares determined in accordance with the applicable requirements provisions of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovePlan) necessary to satisfy such Exercise Price and/or withholding obligation, as applicable.