Additional CAR-T Target Option Sample Clauses

Additional CAR-T Target Option. (i) The Parties, by mutual written agreement as to the selected Target, shall add [*] additional CAR-T Target believed to be useful in the Oncology Field as a Collaboration Target during the [*] after the Effective Date. Subject to the remainder of this Section 3.3(b), during the [*] after the Effective Date until such a CAR-T Target is added as a Collaboration Target, GSK may nominate [*] Target (other than any Excluded Target or any Lyell Advanced CAR-T Target) to be added as a CAR-T Collaboration Target by providing written notice thereof to Lyell specifically referencing this Section 3.3(b), together with a written description of such proposed CAR-T Target, its NCBI reference sequence accession number and other items described in Exhibit 3.3(b) (a “Target Nomination Notice”), which proposed CAR-T Target may be from Lyell’s existing pipeline or GSK’s existing pipeline of CAR-T Targets of interest or a new CAR-T Target for which a new research program would need to be initiated. Each Target Nomination Notice shall not include more than [*] proposed CAR-T Target and GSK shall not have the right to issue a subsequent Target Nomination Notice until Lyell provides a Target Nomination Response Notice for an outstanding Target Nomination Notice. Within [*] following Lyell’s receipt of the Target Nomination Notice (“Target Nomination Response Period”), Lyell shall notify GSK in writing of its agreement to add such nominated CAR-T Target or rejection of such nominated CAR-T Target as a Collaboration Target (“Target Nomination Response Notice”), and if rejecting, shall provide the reasons for such rejection. If Lyell agrees to add such CAR-T Target as a Collaboration Target, then such CAR-T Target shall be deemed an “Additional Target,” and GSK shall pay to Lyell [*] with respect to such Additional Target, within [*] of receipt of a valid invoice therefor from Lyell. Notwithstanding any JSC review pursuant to Section 2.1(c), if Lyell rejects a certain CAR-T Target so nominated by GSK, then for the period beginning on the date of the Target Nomination Response Notice and ending [*] thereafter, Lyell shall not Develop itself, or collaborate with a Third Party on the Development of, a CAR T-Cell Therapy directed to such rejected CAR-T Target for the Territory (such prohibition, a “Target Rejection Prohibition”). If a nominated CAR-T Target is rejected in the final [*] of the [*], then the [*] as it applies to CAR-T Targets shall be extended [*], and GSK shall have t...
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Additional CAR-T Target Option. The first sentence of Section 3.3(b)(ii) of the Agreement is hereby deleted and replaced in its entirety as follows: “Lyell shall provide written notice to GSK if it has initiated IND Enabling Studies for a CAR T-Cell Therapy directed to a CAR-T Target (other than an Excluded Target) in Lyell’s then-existing pipeline during the period prior to the earlier of [*] after the Effective Date and the addition pursuant to this Section 3.3 (b) of GSK’s [*] CAR-T Target as a Collaboration Target, together with a written description of Information described in Exhibit 3.3 (b) (ii), to the extent such Information is in Lyell’s Control as of the delivery of such notice to GSK.”

Related to Additional CAR-T Target Option

  • Listing Period Extension The Commission shall be due if the Property is sold, conveyed, exchanged, optioned, or otherwise transferred within _ _ days (“Extension Period”) after the expiration of the Listing Period to anyone with whom the Broker or Agency has negotiated unless the Property is listed, in good faith, with another real estate agency. The term “negotiation” shall include providing information about the Property, showing the Property, or presenting an offer on the Property. All rights under this Section shall terminate upon the expiration of the Extension Period.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Milestone Event Milestone Payment [***] [***]

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.

  • Multi-year Planning Targets Schedule A may reflect an allocation for the first Funding Year of this Agreement as well as planning targets for up to two additional years, consistent with the term of this Agreement. In such an event, the HSP acknowledges that if it is provided with planning targets, these targets: a. are targets only, b. are provided solely for the purposes of planning, c. are subject to confirmation, and d. may be changed at the discretion of the Funder in consultation with the HSP. The HSP will proactively manage the risks associated with multi-year planning and the potential changes to the planning targets; and the Funder agrees that it will communicate any changes to the planning targets as soon as reasonably possible.

  • Milestone Schedule Please state the status and progress of each Milestone and identify any completed Milestone(s) for the previous calendar quarter.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

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