Gilead's payment
obligations coming into effect under Section 9.3, Gilead shall have the right,
in its sole discretion, to terminate its obligations for such Option
Continuation Payment upon [***] days' prior written notice to Arcus; provided
that, Gilead may not exercise such termination rights until [***].
The
Collaboration Term shall terminate upon the expiration of such [***] day notice
period.
(ii)Termination of the Collaboration Term - Change of Control.
In the event of
a Change of Control of Arcus, Gilead may [***].
(iii)Consequences of Expiration or Termination of the Collaboration Term.
(A)Initial Disclosure.
Within [***] days after expiration or termination of the
Collaboration Term, Arcus shall deliver to Gilead, with respect to each Arcus
Program, a written notice including instructions and credentials with which
Gilead may access a Data Room containing the data and information (existing and
available as of the date of Arcus's notice) with respect to each Arcus
Molecule.
(B)Interim Disclosure of Qualifying Data Package(s).
With respect to each Arcus
Molecule, if the data and information provided pursuant to Section
14.3(b)(iii)(A) do not constitute a Qualifying Data Package (as determined by
the JSC, including pursuant to Section 2.5(b)(i)(C) or Section 15.2(b)), then,
until [***] months after expiration or termination of the Collaboration Term,
Arcus shall deliver to Gilead via the applicable Data Room a Qualifying Data
Package (as determined by the JSC, including pursuant to Section 2.5(b)(i)(C) or
Section 15.2(b)) promptly upon the required data and information for such
Qualifying Data Package becoming available to Arcus.
(C)Final Disclosure.
With respect to each Arcus Molecule, if Arcus has not
delivered a Qualifying Data Package to Gilead pursuant to Section
14.3(b)(iii)(A) or Section 14.3(b)(iii)(B) as of [***] months after expiration
or termination of the Collaboration Term, Arcus shall deliver to Gilead via the
applicable Data Room all data and information with respect to such Arcus
Molecule in the possession or Control of Arcus at such time.
(D)Option Exercise.
With respect to each Arcus Program, the Option Exercise
Period shall be deemed to begin upon the earlier of (1) the date of the JSC's
determination
(including pursuant to Section 2.5(b)(i)(C) or Section 15.2(b))
that Arcus has delivered to Gilead a Qualifying Data Package pursuant to Section
14.3(b)(iii)(A) or Section 14.3(b)(iii)(B), and (2) [***] months after
expiration or termination of the Collaboration Term, provided that as of such
time Arcus has delivered to Gilead of the data and information required pursuant
to Section 14.3(b)(iii)(C) and end upon the earlier to occur of the events set
forth in Sections 8.3(b)(ii)(A) and 8.3(b)(ii)(B) (provided that the delivery to
Gilead of the data and information required pursuant to Section 14.3(b)(iii)(C)
shall be deemed delivery of a Qualifying Data Package for purposes of Section
8.3(b)(ii)(B)).
During such Option Exercise Period, Gilead shall have the right
to exercise the Option for the applicable Arcus Program in accordance with
ARTICLE VIII.
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(E)Exception for Pre-Clinical Programs.
Notwithstanding Sections
14.3(b)(iii)(A), 14.3(b)(iii)(B) and 14.3(b)(iii)(C), Arcus shall not be
obligated pursuant to this Section 14.3(b) to provide any information or