Common use of Opt-Out Right Clause in Contracts

Opt-Out Right. ARCHEMIX (the “Opting-Out Party”) shall have the right (the “Opt-Out Right”) in its sole discretion, to cease further Development of any Co- Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Developed Development Candidate/Co-Developed Product by providing MERCK (the “Sole Developing Party”) with written notice (the “Opt-Out-Notice”) at any time within [***] days of each Opt-Out Date applicable to the Co-Developed Development Candidate/Co-Developed Product which shall specify the Co-Developed Development Candidate/Co-Developed Product with respect to which ARCHEMIX is exercising its Opt-Out Right and shall indicate the date (the “Separation Date”) on which the Opt-Out Right shall be effective, which shall under no circumstances be sooner than [***] days from the date of the Opt-Out Notice (the “Opt-Out Notice Period”). During the Opt-Out Notice Period, the Parties shall continue to jointly Develop the Co-Developed Development Candidate/Co-Developed Product in accordance with the applicable Annual Development Plan for the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice; provided, that, notwithstanding the foregoing, under no circumstances shall MERCK be obligated to continue to Develop any Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercises its Opt-Out Right. If ARCHEMIX exercises its Opt-Out Right as provided in this Section 4.10.6(d), and MERCK determines to continue to Develop the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right, then, as of the Separation Date (a) the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right shall be a Royalty-Bearing Product for purposes of this Agreement; (b) ARCHEMIX shall have no further obligation to fund its Co-Development Percentage of the Co-Development Costs incurred for such Co-Developed Development Candidate/Co-Developed Product; (c) ARCHEMIX will receive from MERCK, in lieu of receiving Net Income Payments from Co-Promoting the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice, (i) the milestone payments described in Section 6.5.1 for any milestones achieved with respect to such Royalty-Bearing Product after the Separation Date, provided that ARCHEMIX shall not be entitled to receive (A) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, (B) the milestone payment for achievement of [***] in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (C) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (ii) the royalty payments described in Section 6.6.1 on Net Sales of such Royalty-Bearing Product for sales of such Royalty-Bearing Product that occur after the Separation Date; and (d) MERCK shall have [***] right to Develop and Commercialize the Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercised its Opt-Out Right in accordance with Section 4.10.1.

Opt-Out Right. ARCHEMIX (Xencor has the “Opting-Out Party”) shall have the right (the “Opt-Out Right”) in right, at its sole discretion, to cease opt-out of further Development of cost sharing and any Co- Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission activities, if any, allocated to it pursuant to the Company’s application requesting confidential treatment under Rule 406 of OLP Development Plan with respect to all Optioned Licensed Antibodies and Optioned Licensed Products for the Securities Act. Developed Development Candidate/Co-Developed Product by providing MERCK (the “Sole Developing Party”) with written notice (the “Opt-Out-Notice”) at any time within Optioned Target Pair upon [...***...] days prior written notice to Novartis. Upon the delivery of each Optsuch notice, (a) Xencor’s then on-Out Date applicable to going funding commitments and Development Activities will continue until the Co-Developed Development Candidate/Co-Developed Product which shall specify the Co-Developed Development Candidate/Co-Developed Product with respect to which ARCHEMIX is exercising its Opt-Out Right and shall indicate the date (the “Separation Date”) on which the Opt-Out Right shall be effective, which shall under no circumstances be sooner than [...***...] days from anniversary of the date of the Opt-Out Notice (the “Opt-Out Notice Period”). During the Opt-Out Notice Periodnotice; provided that during such [...***...] period, the Parties Xencor’s responsibility for Development Costs with respect to such Optioned Target Pair shall continue to jointly Develop the Co-Developed Development Candidate/Co-Developed Product in accordance with the applicable Annual Development Plan for the Co-Developed Development Candidate/Co-Developed Product that is the subject not exceed [...***...]% of the Opt-Out NoticeDevelopment Costs included in the OLP Development Budget in effect as of the date of Xencor’s notice, notwithstanding any increases that may be made to such OLP Development Budget during such [...***...] period (for clarity, if Novartis reduces the OLP Development Budget during such [...***...] then Xencor shall only be responsible for [...***...]% of the Development Costs included in such updated OLP Development Budget), (b) the Optioned Target Pair will convert to a Global Target Pair, (c) all Optioned Licensed Antibodies and Optioned Licensed Products will convert to Global Licensed Antibodies and Global Licensed Products, respectively, and (d) the licenses set forth in Section 9.2 will apply to such new Global Target Pair, Global Licensed Antibodies and Global Licensed Products; provided, provided that, notwithstanding the foregoing, under no circumstances shall MERCK be obligated to continue to Develop any Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercises its Opt-Out Right. If ARCHEMIX in the event that Xencor exercises its Opt-Out Right as provided in this Section 4.10.6(d), with respect to the Optioned Licensed Antibodies and MERCK determines to continue to Develop the Co-Developed Development Candidate/Co-Developed Product that is the subject Optioned Licensed Products within [...***...] days of Xencor’s receipt of the Opt-Out Right[...***...] updated OLP Development Plan, thenthen Xencor will have no obligation to share in any further Development Costs with respect thereto beyond those committed in the previously applicable OLP Development Budget for the next year. For example, as if the prior OLP Development Budget provided for a single Clinical Study budgeted for $[...***...] and the updated OLP Development budget provides for such Clinical Study, but with a budget of $[...***...] and adds a new Clinical Study budgeted at $[...***...], Xencor would remain obligated to share its portion of the Separation Date Development Costs for the first Clinical Study only and only at the originally budgeted amount (a) i.e., [...***...]% of $[...***...] or $[...***...]). For the Co-Developed Development Candidate/Co-Developed Product that is the subject sake of the Opt-Out Right shall be a Royalty-Bearing Product for purposes of this Agreement; (b) ARCHEMIX shall clarity, Xencor will have no further obligation to fund its Co-Development Percentage of the Co-Development Costs incurred for such Co-Developed Development Candidate/Co-Developed Product; (c) ARCHEMIX will receive from MERCK, in lieu of receiving Net Income Payments from Co-Promoting the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice, (i) the milestone payments described in Section 6.5.1 for any milestones achieved obligations with respect to the Development Costs associated with such Royalty-Bearing Product Optioned Target Pair from and after the Separation Date, provided that ARCHEMIX shall not be entitled to receive (A) the milestone payment for achievement end of such [...***], in the event ARCHEMIX exercises its Opt-Out Right at the [***...] Opt-Out Date, (B) the milestone payment for achievement of [***] in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (C) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (ii) the royalty payments described in Section 6.6.1 on Net Sales of such Royalty-Bearing Product for sales of such Royalty-Bearing Product that occur after the Separation Date; and (d) MERCK shall have [***] right to Develop and Commercialize the Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercised its Opt-Out Right in accordance with Section 4.10.1notice period.

Opt-Out Right. ARCHEMIX 4.2.1 At any time prior to the third (3rd) anniversary of the First Commercial Sale of the first Shared Product in the Profit Share Territory, Relay has the right, at its sole discretion, to opt-out of further participation in co-funding Development and Commercialization activities for the Shared Products with respect to the Profit Share Territory by providing Licensee with written notice thereof, which election will become effective on the first day of the first Calendar Quarter that begins on or after the [***] anniversary of the date of such election (the “OptingOpt-Out PartyDate”) shall have for the right remainder of the Term (the “Opt-Out Right”) in its sole discretion, to cease further Development of any Co- Portions of this Exhibit were omitted and have been filed separately with the Secretary ). As of the Commission pursuant Opt-Out Date and continuing for the remainder of the Term, (a) all Shared Products will automatically become Lead Royalty Products, (b) Licensee will be solely responsible for all Development Costs, Launch Costs and Commercialization costs for all Licensed Products in the Territory incurred thereafter, (c) Licensee will continue to comply with its diligence obligations in Section 3.6 and (d) Licensee will provide the reports in accordance with Sections 3.9. 4.2.2 In the event that Relay materially breaches its obligations to share Development Costs and Launch Costs with respect to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Developed Development Candidate/Co-Developed Product by providing MERCK (the “Sole Developing Party”) Shared Products in accordance with written notice (the “Opt-Out-Notice”) at any time Section 11.3.1, and fails to cure such breach within [***] days after written notice thereof is given by Licensee to Relay specifying the nature of each Opt-Out Date the alleged breach, or Relay materially breaches its obligations under Article 9 (Exclusivity), 12.1 (Licenses), or 12.6 (Third Party Licenses), or its obligations under the SAE Management Plan, Quality Agreement, or the Pharmacovigilance Agreement, and fails to cure such breach within the applicable Cure Period set forth in Section 16.3 or such other agreement after written notice thereof is given by Licensee to Relay specifying the Co-Developed Development Candidate/Co-Developed Product which shall specify nature of the Co-Developed Development Candidate/Co-Developed Product with respect alleged breach, in lieu of exercising its termination right for such breach pursuant to which ARCHEMIX is exercising Section 16.3. Licensee will have the right to force the exercise by Relay of its Opt-Out Right upon written notice to Relay. In such case, (a) the consequences set forth in Section 4.2.1 will apply and shall indicate (b) the date (of such final written notice will be deemed to be the “Separation Opt-Out Date”) on which .” Notwithstanding any such forced exercise of Relay’s Opt-Out Right, Relay shall remain responsible for its share of all Development Costs and Launch Costs for Shared Products incurred during the Opt-Out Right In Term, and shall not be effective, which shall under no circumstances be sooner than [***] days entitled to any reimbursement for any such Development Costs or Launch Costs. Licensee may offset any amounts due from the date Relay pursuant to Section 11.3.2 and not paid as of the Opt-Out Notice (the “Opt-Out Notice Period”). During the Opt-Out Notice Period, the Parties shall continue Date against any subsequent payments due from Licensee to jointly Develop the Co-Developed Development Candidate/Co-Developed Product in accordance with the applicable Annual Development Plan for the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice; provided, that, notwithstanding the foregoing, under no circumstances shall MERCK be obligated to continue to Develop any Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercises its Opt-Out Right. If ARCHEMIX exercises its Opt-Out Right as provided in this Section 4.10.6(d), and MERCK determines to continue to Develop the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right, then, as of the Separation Date (a) the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right shall be a Royalty-Bearing Product for purposes of this Agreement; (b) ARCHEMIX shall have no further obligation to fund its Co-Development Percentage of the Co-Development Costs incurred for such Co-Developed Development Candidate/Co-Developed Product; (c) ARCHEMIX will receive from MERCK, in lieu of receiving Net Income Payments from Co-Promoting the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice, (i) the milestone payments described in Section 6.5.1 for any milestones achieved with respect to such Royalty-Bearing Product after the Separation Date, provided that ARCHEMIX shall not be entitled to receive (A) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, (B) the milestone payment for achievement of [***] in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (C) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (ii) the royalty payments described in Section 6.6.1 on Net Sales of such Royalty-Bearing Product for sales of such Royalty-Bearing Product that occur after the Separation Date; and (d) MERCK shall have [***] right to Develop and Commercialize the Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercised its Opt-Out Right in accordance with Section 4.10.1Relay hereunder.