A buyback option is a contractual clause that grants the seller the right, but not the obligation, to repurchase an asset from the buyer at a predetermined price within a specified timeframe. This provision is often used to protect the seller's interests, allowing them to regain ownership under certain conditions or capitalizing on market changes.
(a) Licensee hereby grants SONNET an exclusive option to buy back the rights granted Licensee under this Section 2 for either or both the DPN Field or the CIPN Field (in the event the License is expanded to include the CIPN Field) for all or any country within the Exclusive Territory (the “Buy Back Option”) prior to the initiation of a Phase III Trial for the Product (the “Buy Back Option Period”). During the Buy Back Option Period, SONNET shall provide a written notice to Licensee of its intention to exercise the Buy Back Option. If SONNET declines or otherwise fails to exercise the Buy Back Option prior to the expiration of the Buy Back Option Period, then SONNET’S Buy Back Option shall terminate and Licensee may continue to Develop and Commercialize such Products in the DPN Field and if applicable, the CIPN Field in the Exclusive Territory as provided herein.
(b) SONNET hereby grants Licensee an option to give back the rights granted Licensee under this Section 2 for either or both the DPN Field or the CIPN Field (in the event the License is expanded to include the CIPN Field) for all or any country within the Exclusive Territory (the “Give Back Option”) which Give Back Option must be exercised during the Buy Back Option Period. Licensee shall provide a written notice to SONNET of its intention to exercise the Give Back Option. If Licensee declines or otherwise fails to exercise its Give Back Option prior to the expiration of the Buy Back Option Period, then Licensee’s Give Back Option shall terminate and Licensee shall continue to Develop and Commercialize such Products in the DPN Field and if applicable, the CIPN Field in the Exclusive Territory as provided herein.
(c) In the event that SONNET elects to exercise its Buy Back Option as provided in Section 2.7(a) or Licensee elects to exercise the Give Back Option as provided in Section 2.7(b), then the Parties shall negotiate in good faith the terms under which the SONNET may buy back or Licensee shall give back the rights granted Licensee hereunder. In the event the Parties are unable to reach mutual agreement, then the Buy Back Option or Give Back Option shall expire and be of no further force or effect and Licensee shall retain the rights granted hereunder subject to the terms and conditions of this Agreement.
Subject to any applicable law, upon termination of the Employment Agreement at any time, the Company shall have a “Buy Back option” over the Option Shares (the “Buy Back Option”) entitling the Company, at the sole discretion of the Board, to purchase from the Consultant the Option Shares or any portion thereof (including without limitation, Option Shares that were vested or exercised) in consideration for the Fair Market Value of the Option Shares purchased by the Company at the time of the exercise of the Buy Back Option. The Consultant shall have no right or claim in connection with the exercise of the Buy Back Option by the Company at the sole discretion of the Board.
16. Buy Back Option 16.1. ASLAN reserves the right during the Term, subject to applicable Japanese laws and regulations, to revoke the rights granted to ZENYAKU pursuant to this Agreement without any liability, subject to ASLAN complying with the terms set out below ("Buy-Back Option").
ASLAN may exercise the Buy-Back Option by serving written notice to this effect ("Buy-Back Notice") to ZENYAKU. Upon such service, the Parties shall discuss and agree (time being of the essence) what matters and procedures are needed in order to effect an orderly transition of Development and/or Commercialisation of the Products in the Territory to ASLAN or its nominee, including without limitation:
1.11 “Buy Back Option Period” means the period commencing upon (a) the earlier to occur of (i) written notice from Allarity to Oncoheroes that it has received an offer from a pharmaceutical company with at least $250 million of net sales (based upon its most recently-completed calendar year financial performance) that wishes to acquire global Commercialization rights to the Product in the Licensed Field and Retained Field; or (ii) completion of the receipt of the first MAA (including an NDA) approval for a Product in any country in the Territory in the Licensed Field; and (b) ending one hundred-twenty (120) days after the occurrence of the matters set forth in clause (a)(i) and (a)(ii), as applicable.
2.2 Buy Back Option. Oncoheroes hereby grants to Allarity an exclusive option, during the Buy Back Option Period, to reacquire the rights granted to Oncoheroes under this Agreement to the Product in the Licensed Field (the “Buy Back Option”). Allarity may exercise the Buy Back Option by submitting a written offer prior to the expiration of the Buy Back Option Period. Upon the timely exercise of the Buy Back Option, (i) any Development Milestone payments due from Oncoheroes to Allarity shall be cancelled, and (ii) the Parties shall enter into exclusive good faith negotiations regarding a fair market value (“FMV”) payment to Oncoheroes which will take into account the value generated by Oncoheroes to the Product, and may include a one-off payment to Oncoheroes and royalties on future Net Sales for the Product, or a one-time upfront payment, or such other FMV as the Parties shall negotiate in good faith. In the event that the Parties are unable to agree upon the FMV payments within sixty (60) days, then either Party may elect to have a mutually agreed upon evaluation expert determine the FMV as follows: (a) each Party will submit its proposed FMV proposal to such expert within ten (10) days following such expert retention; and (b) within thirty (30) days of such expert retention, such expert shall be authorized and directed to only select the FMV proposal of either Party which such Expert believes most closely reflects the FMV payment contemplated above, all in accordance with Section 14.4. Such expert determination will be final and binding on both Parties, and the cost of such expert shall be borne by the Party requesting such expert determination.
Pursuant to the sales contracts, the buyers obtained legal title to the property and also had an option to sign a separate buy-back agreement. The purchase agreement granted the buyer an option to request the Company to buy back sold properties at a stated buy-back price once the option is vested and the Company has received the payments for the sold property. As of June 30, 2019, approximately 16% of total rental spaces of Victory Plaza were sold to various unrelated individuals and entities with buy-back options. The majority of these properties were sold during the period from 1998 to 2014. The vesting dates of the buy-back options ranged from 2014 to 2018. As of June 30, 2019, there are 3 remaining buy back options that can be exercised.
The Exit Default Triggering Investor or the Other Exit Default Triggering Investors, as the case may be, exercising their respective Buy-Back Option shall notify the Company of its decision to exercise its Buy Back Option by delivering a written notice (the “Buy-Back Notice”). The Buy-Back Notice shall state the number of Shares covered by the exercise of the Buy-Back Option (“Buy-Back Shares”).
Funded Debt of up to the amount of indebtedness required to fund a buy back option in favour of Guarantor of an agreed percentage of metals subject to, and in accordance with, the terms of the Stream, provided that (A) the proceeds thereof are used solely to fund the exercise of the buy back option, (B) the terms, and identity of the provider(s) of such Funded Debt are approved by Debentureholder, acting reasonably, and (iii) if such Funded Debt is secured, such Funded Debt will rank pari passu with the PF Obligations and such security will rank pari passu with the Security and be subject to an intercreditor agreement with the Security Agent reflecting such pari passu ranking and otherwise in form and substance satisfactory to the Security Agent;
A buy back option is a provision in a contract that enables the original seller of an asset, which could be real estate, shares, or other types of property, to repurchase the asset under specified conditions. This option is often negotiated in advance and can serve various strategic purposes, such as securing future control over the asset or providing a safety net for the seller.
You might consider using a buy back option in several circumstances:
When drafting a buy back option clause, consider the following elements:
Example:
“The Seller retains the right to repurchase the property within three years of the sale date at a price determined based on its appraised value at exercise. The Seller must notify the Buyer in writing of the intention to exercise this option, no less than 30 days in advance.”
Buy back options commonly appear in a variety of contracts, including:
These options are strategically used to ensure flexibility and control in contractual relationships, providing security to sellers or original owners in future dealings.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Buyout provisions in a contract outline the terms and conditions under which one party can terminate the agreement prior to its natural expiration, often involving a financial payment to the other party. These provisions are commonly used to provide flexibility, allowing parties to exit the contract under specified conditions, while compensating the other party for any potential loss.
A buyout clause is a contractual provision that allows one party to terminate the agreement by paying a predetermined amount to the other party, essentially permitting the purchase of rights or release from obligations. Typically utilized in employment contracts, sports agreements, or partnership terms, a buyout clause provides financial security and predictability by outlining the conditions and costs associated with ending the relationship early.
A call right is a contractual clause that grants a party the ability to buy a specific asset or financial instrument at a predetermined price within a certain period. This provision is often used to provide flexibility and control to the party holding the right, allowing them to capitalize on favorable market conditions or strategic opportunities.
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