Common use of Option Grant and Exercise Clause in Contracts

Option Grant and Exercise. Company hereby grants MacroGenics an option to co-promote the Initial Product in the U.S. for all approved Indications, as further described in this Section 8.3 (the “Co-Promote Option”). MacroGenics may, at its discretion, exercise the Co-Promote Option by delivering written notice thereof to Company (the “Co-Promote Option Exercise Notice”) at any time before the [***] (in the case of the [***]) or the [***] (in the case of the Indication planned for [***]); provided, however, that MacroGenics shall only have the right to exercise the Co-Promote Option with respect to the [***] if Company obtains, or seeks to obtain, an [***]. For purposes of clarity: (a) if MacroGenics does not exercise the Co-Promote Option [***]and Company has not obtained, or is not seeking to obtain, an [***], then the Co-Promote Option shall expire upon the [***], and (b) if MacroGenics does not exercise the Co-Promote Option prior to the [***] and Company has obtained, or is seeking to obtain, an [***] for the [***], then the Co-Promote Option shall remain exercisable until the expiration of the [***]. Furthermore, once MacroGenics exercises the Co-Promote Option, such exercise shall [***]. Notwithstanding the foregoing, in the event of the occurrence of a Change of Control of MacroGenics prior to MacroGenics’ exercise of the Co-Promote Option, Company may terminate the Co-Promote Option upon immediate written notice to MacroGenics within [***] of the consummation of such Change of Control, if, after such Change of Control, MacroGenics or the Acquirer or its Affiliates would be conducting Clinical Trials or Commercializing any product that would directly compete in the Field with the Initial Product, whether through the same mechanism of action (e.g., [***]) or for treatment of the same Indication as the Initial Product with such competitive product in the U.S. and, upon receipt of such notice by MacroGenics, this Section 8.3 shall be of no further force or effect.

Option Grant and Exercise. Company Subject to the terms and conditions of this Agreement, ChemoCentryx hereby grants MacroGenics to VIT an exclusive option (1) to co-promote Develop the Initial Product for CKD for Regulatory Approval in the Territory and in the U.S., (2) to Commercialize the Product in CKD in the Territory, excluding the U.S., and (3) upon Regulatory Approval for the Product in CKD in the U.S., to Commercialize the Product in the Field (including in CKD) in the U.S. for all approved Indications, as further described in this Section 8.3 (the “Co-Promote CKD Option”). MacroGenics may, at its discretion, VIT may exercise the Co-Promote CKD Option by delivering (i) providing written notice thereof to Company ChemoCentryx at any time during the Term after January 1, 2022 (the “Co-Promote CKD Option Exercise NoticePeriod”) at any time before the [***] and (in the case ii) paying ChemoCentryx a one-time, non-refundable, non-creditable CKD Option exercise payment of the [***]) or the [***] (in the case of the Indication planned for [***]); provided, however, that MacroGenics shall only have the right to exercise the Co-Promote Option with respect to the [***] if Company obtains, or seeks to obtain, an [***]. For purposes Effective upon VIT’s exercise of clarity: the CKD Option during the CKD Option Period, VIT will automatically have the right (aA) if MacroGenics does to Develop the Product for CKD in accordance with the Development Plan for CKD approved by the JSC, (B) to seek Regulatory Approval for the Product in CKD in the U.S. and in the Territory pursuant to the licenses granted in Section 2.1, and (C) subject to Section 2.10(b), to Commercialize the Product in CKD in the Territory (excluding the U.S.) and, upon Regulatory Approval for the Product in CKD in the U.S., to Commercialize the Product in the Field (including for CKD) in the U.S., in each case (A)-(C) at its sole expense; provided that VIT shall not exercise the Co-Promote Option [***]] in the Territory and Company has not obtained, or is not seeking to obtain, an the U.S. [***], then unless otherwise agreed in writing by the Co-Promote Parties. VIT may conduct such activities itself or through an Affiliate or Third Party on behalf of VIT, or through ChemoCentryx on behalf of VIT. For clarity, the CKD Option shall expire upon the [***]is not intended to, does not, and (b) if MacroGenics does shall not exercise the Co-Promote Option prior be construed to the [***] and Company has obtained, limit or is seeking interfere with ChemoCentryx’s right to obtain, an [***] for the [***], then the Co-Promote Option shall remain exercisable until the expiration of the [***]. Furthermore, once MacroGenics exercises the Co-Promote Option, such exercise shall [***]. Notwithstanding the foregoing, engage in the event of the occurrence of a Change of Control of MacroGenics prior Control; provided that ChemoCentryx remains subject to MacroGenics’ exercise of the Co-Promote Option, Company may terminate the Co-Promote CKD Option upon immediate written notice to MacroGenics within [***] of the consummation of such notwithstanding any Change of Control, if, after such Change of Control, MacroGenics or the Acquirer or its Affiliates would be conducting Clinical Trials or Commercializing any product that would directly compete in the Field . *** Certain information on this page has been omitted and filed separately with the Initial Product, whether through Commission. Confidential treatment has been requested with respect to the same mechanism of action (e.g., [***]) or for treatment of the same Indication as the Initial Product with such competitive product in the U.S. and, upon receipt of such notice by MacroGenics, this Section 8.3 shall be of no further force or effectomitted portions.

Option Grant and Exercise. Company hereby grants MacroGenics an option to co-promote the Initial Product in the U.S. for all approved Indications, as further described in this Section 8.3 (the “"Co-Promote Option”"). MacroGenics may, at its discretion, exercise the Co-Promote Option by delivering written notice thereof to Company (the “"Co-Promote Option Exercise Notice”") at any time before the [***] ](in the case of the [***]) ] or the [***] (in the case of the Indication planned for [***]); provided, however, that MacroGenics shall only have the right to exercise the Co-Promote Option with respect to the [***] if Company obtains, or seeks to obtain, an [***]. ] For purposes of clarity: (a) if MacroGenics does not exercise the Co-Promote Option [***]] and Company has not obtained, or is not seeking to obtain, an [***], then the Co-Promote Option shall expire upon the [***], and (b) if MacroGenics does not exercise the Co-Promote Option prior to the [***] and Company has obtained, or is seeking to obtain, an [***] ]for the [***], then the Co-Promote Option shall remain exercisable until the expiration of the [***]. ] Furthermore, once MacroGenics exercises the Co-Promote Option, such exercise shall [***]. Notwithstanding the foregoing, in the event of the occurrence of a Change of Control of MacroGenics prior to MacroGenics’ ' exercise of the Co-Promote Option, Company may terminate the Co-Promote Option upon immediate written notice to MacroGenics within [***] ]of the consummation of such Change of Control, if, after such Change of Control, MacroGenics or the Acquirer or its Affiliates would be conducting Clinical Trials or Commercializing any product that would directly compete in the Field with the Initial Product, whether through the same mechanism of action (e.g., [***]) or for treatment of the same Indication as the Initial Product with such competitive product in the U.S. and, upon receipt of such notice by MacroGenics, this Section 8.3 shall be of no further force or effect.