Common use of Option Notice Clause in Contracts

Option Notice. Subject to subsection (d) hereof, Sponsor shall exercise the option granted under Section 3.2 by delivering to TSRI a written notice within the Option Period (the “Option Notice”) which specifies (i) the particular Technology Disclosure for which the option is being exercised; and (ii) the type of license that Sponsor wishes to obtain. Upon such notification, Sponsor and TSRI shall have a period of [***] from the date of the Option Notice (or such longer period as the parties mutually agree) to negotiate with reasonable diligence and in good faith to enter into an Option Agreement in the form attached hereto as Exhibit D, specifying license fees, royalty rates, commercial development obligations and other business terms of a license agreement (the “License Agreement”). The terms of the License Agreement shall be materially consistent with terms set forth in the Form of License Agreement * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission attached hereto as Exhibit E. The “Field” in such License Agreement shall be as broad as the Field defined herein. Upon execution of the Option Agreement, and at Sponsor’s expense, TSRI shall prepare, file and prosecute any patent applications necessary to protect the proprietary positions of both parties in the Technology in accordance with Section 4.4 hereof. TSRI and Sponsor shall have [***] from the filing of a patent application in which to execute a License Agreement to the resulting Patent Right.