Common use of Option and Option Deadline Clause in Contracts

Option and Option Deadline. Effective as of the Execution Date, ARScience Bio hereby grants Coya and its Affiliates an option to receive the licenses set forth in Section 2.2 (Licenses to Coya) and the benefit of all other provisions of this Agreement, other than those provisions which are specified to be effective as of the Execution Date (the “Option”). This Section 2.1.1 (Option and Option Deadline), Section 5.1.1 (Option Fee), Section 10.2.5 (Automatic Termination), Article 7 (Confidentiality) (other than Section 7.5 (Publications)) and Article 11 (Miscellaneous) are effective as of the Execution Date. The Option may be exercised by written notice to ARScience Bio (an “Option Exercise Notice”) at any time beginning on the Execution Date and continuing for a period 90 days following the Execution Date (“Initial Option Exercise Period”). If ARScience Bio fails to provide, within five days of written request by Coya, any materials or information related to this Agreement requested by Coya to complete its diligence during the Initial Option Exercise Period, then Coya may extend the Initial Option Exercise Period by written notice to ARScience Bio by one day for each day by which ARScience Bio fails to so provide such materials or information within such 5-day period and for each occasion for which such failure occurs (as applicable, the “Extended Option Exercise Period”). As of the date of delivery of an Option Exercise Notice (such date of delivery, the “Effective Date”), ARScience Bio will automatically be deemed to have granted to Coya the licenses set forth in Section 2.2 (Licenses to Coya) and all provisions of this Agreement will be deemed effective as of the Effective Date. If Coya fails to timely exercise the Option in accordance with this Section 2.1.1 (Option and Option Deadline), the Option shall expire and be of no further force or effect and this Agreement shall automatically terminate in accordance with Section 10.2.5 (Automatic Termination).

Appears in 2 contracts

Sources: License Agreement (Coya Therapeutics, Inc.), Licensing Agreement

Option and Option Deadline. Effective as of the Execution Date, ARScience Bio hereby grants Coya and its Affiliates an option to receive the licenses set forth in Section 2.2 (Licenses to Coya) and the benefit of all other provisions of this Agreement, other than those provisions which are specified to be effective as of the Execution Date (the “Option”). This Section 2.1.1 (Option and Option Deadline), Section 5.1.1 (Option Fee), Section 10.2.5 (Automatic Termination), Article 7 (Confidentiality) (other than Section 7.5 (Publications)) and Article 11 (Miscellaneous) are effective as of the Execution Date. The Option may be exercised by written notice to ARScience Bio (an “Option Exercise Notice”) at any time beginning on the Execution Date and continuing for a period 90 days following the Execution Date (“Initial Option Exercise Period”). If ARScience Bio fails to provide, within five days of written request by CoyaC▇▇▇, any materials or information related to this Agreement requested by Coya to complete its diligence during the Initial Option Exercise Period, then Coya may extend the Initial Option Exercise Period by written notice to ARScience Bio by one day for each day by which ARScience Bio fails to so provide such materials or information within such 5-day period and for each occasion for which such failure occurs (as applicable, the “Extended Option Exercise Period”). As of the date of delivery of an Option Exercise Notice (such date of delivery, the “Effective Date”), ARScience Bio will automatically be deemed to have granted to Coya the licenses set forth in Section 2.2 (Licenses to Coya) and all provisions of this Agreement will be deemed effective as of the Effective Date. If Coya fails to timely exercise the Option in accordance with this Section 2.1.1 (Option and Option Deadline), the Option shall expire and be of no further force or effect and this Agreement shall automatically terminate in accordance with Section 10.2.5 (Automatic Termination).

Appears in 1 contract

Sources: License Agreement (Coya Therapeutics, Inc.)