Option Terms and Conditions Clause Samples

Option Terms and Conditions. The Option shall become immediately exercisable upon the execution of this Agreement. The Option shall expire on the tenth anniversary date of the date hereof.

Option Terms and Conditions. The date of grant, the maximum number of Shares the Option entitles the Optionee to purchase, whether the Option is intended to qualify as an Incentive Stock Option (“ISO”) or as a non-incentive stock option (“non-ISO”), the Option expiration date, the Option exercise price per Share and the date or dates on which the Option will vest (i.e., will become first exercisable) are as set forth on Exhibit A.

Option Terms and Conditions. 6.1 ENDOGEN hereby grants BECTON an option to take an exclusive license, without the right to grant sublicense, in and to the Licensed Patents to make, use, have made, sell, have sold and import the Product for all IVD applications only (hereinafter referred to as "Option"). Such Option shall continue from the Effective Date until the expiration of the last to expire of the Licensed Patents, providing that Becton continues to pay the annual Option renewal fees as provided in Paragraph 6.5 below. 6.2 BECTON hereby accepts the Option granted herein by executing this Option Agreement and paying ENDOGEN a non-returnable, non-creditable option fee of [CONFIDENTIAL TREATMENT REQUESTED]* within thirty (30) days of the Effective Date. 6.3 At any time following the Effective Date BECTON may exercise the Option for each IVD Product by one of the following mechanisms, promptly thereafter the parties shall amend this Agreement to include the IVD Products and any terms and conditions related thereto. Promptly following exercise of the Option the parties shall agree in writing as to the claim coverage provided by the Licensed Patents pertaining to the IVD Products. (i) Initiation of a clinical trial, which initiation shall include the parties mutually agreeing to a definitive protocol to be initiated for the purpose of ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. obtaining data for U.S. Food and Drug Administration ("FDA") filing or any equivalent foreign agency or regulatory body filing, to obtain regulatory approval for the sale of a specific product for sale as an IVD Product and by payment to ENDOGEN, within thirty (30) days of such initiation, a [CONFIDENTIAL TREATMENT REQUESTED]* or (ii) In the event ENDOGEN identifies, in writing to BECTON, a proposed specific IVD Product, the use of which is supported by at least one publication in a leading scientific journal or other mutually agreed to support, BECTON shall [CONFIDENTIAL TREATMENT REQUESTED]* from receipt of such notice initiate pre-clinical development, which shall consist of the proposal of a development plan for IVD Product production, seeking regulatory approval and marketing forecasts and proposals of the specific IVD Products, such development plan mu...

Option Terms and Conditions. The Premium Amount for any Option granted hereunder shall be paid by the Holder of such Option to the Grantor two Business Days after the date such Option is entered into.

Option Terms and Conditions. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Option Terms and Conditions. Lessee shall have three (3) five (5) year options to extend this Lease beyond the expiration date provided in Subsection 2.1 on the following terms and conditions: As long as Lessee is not in default of any of the terms and conditions of this Lease, Lessee may extend the term of this Lease for a total period of fifteen (15) years, with the extended term to begin on the day following the expiration date of the lease term specified in Subsection 2.1. However, if at the date of expiration of the original term, Lessee is in default beyond any grace period provided in this Lease in the performance of any of the terms or provisions of this Lease, this option shall be null and void. All the terms, covenants and provisions of the original lease term shall apply to all extended lease terms. Lessee may exercise the option to extend this Lease by giving Lessor notice of its intention to do so not later than three (3) months prior to the expiration of the Lease Term. To constitute effective notice of an intention to exercise an option under this Lease, the notice must be sent by certified mail or registered mail to Lessor at the address provided on page one of this Lease or hand delivered.

Option Terms and Conditions. The terms and conditions of options granted under the Nonqualified Plan may differ from one another as the Program Administrators shall in their discretion determine as long as all options granted under the Nonqualified Plan satisfy the requirements of the Nonqualified Plan.

Option Terms and Conditions. 1.1 The Option Issuer hereby grants to the Option Holder the right (an option) to purchase the Shares from the Option Issuer for a consideration which for each Company share corresponds to 1.1 newly issued shares in the Option Holder (the “Consideration Shares”). If the Option Holder exercises its right to purchase the Shares and during a nine month period from the commencement of payment of consideration under the Offer increases the purchase price or if any additional or other consideration or compensation is paid for any shares issued by the Company other than pursuant to compulsory acquisition proceedings under Swedish law, the Option Holder shall pay to the Option Issuer an additional consideration per Share equal to such increase per Company share. 1.2 The right (an option) conferred upon the Option Holder to purchase the Shares from the Option Issuer set out in section 1.1 above is subject to (i) that the recommendation by the board of directors of the Company that the shareholders of the Company accept the Offer has not been withdrawn or materially adversely modified prior to the public announcement by the Option Holder that the Offer is implemented and (ii) that the Option Holder implements the Offer and that the implementation is carried out by a public announcement no later than June 30, 2004. 1.3 The Option Holder shall be entitled to exercise its right to purchase the Shares from the Option Issuer by written notice to the Option Issuer in the period commencing after the expiration of the initial application period of the Offer and ending before the public announcement is made by the Option Holder that the Offer is implemented, whereupon (i) the Option Issuer shall as soon as possible thereafter deliver the Shares to the Option Holder in accordance with the instructions of the Option Holder, and (ii) the Option Holder shall deliver to the Option Issuer the Consideration Shares in accordance with the instructions of the Option Issuer. The ownership to the Shares shall be transferred from the Option Issuer to the Option Holder upon delivery by the Option Holder to the Option Issuer of the Consideration Shares. An exercise of the right (an option) to purchase the Shares shall cover all and not less than all of the Shares. 1.4 The granting of the right (an option) to purchase the Shares and the other undertakings by the Option Issuer set out in this section 1 shall become effective only if the Option Holder makes and announces the Offer, in the for...

Option Terms and Conditions