After the Research Term. Following the Research Term and during the Agreement Term [***], Intellia and its Affiliates will not (directly or indirectly), (i) for themselves or on behalf of or in collaboration with any Third Party, engage in any research, Development, or Commercialization activities in the CART Field [***]; or (ii) grant to any Third Party any assignment, license, or other right to Practice Intellia Intellectual Property or Collaboration Intellectual Property in the CART Field with respect to (1) such Advanced CART Product, or (2) the CART Therapeutic Target that such Advanced CART Product is directed toward.
After the Research Term. (a) Following the Research Term and during the Agreement Term [***], Intellia and its Affiliates will not (directly or indirectly), (i) for themselves or on behalf of or in collaboration with any Third Party, engage in any research, Development, or Commercialization activities in the HSC Field with respect to (1) such Novartis Selected HSC Product, or (2) the Novartis Selected HSC Target that such Novartis Selected HSC Product is directed toward; or (ii) grant to any Third Party any assignment, license, or other right to Practice Intellia Intellectual Property or Collaboration Intellectual Property in the HSC Field with respect to (1) such Novartis Selected HSC Product, or (2) the Novartis Selected HSC Target that such Novartis Selected HSC Product is directed toward.
(b) Following the Research Term and during the Agreement Term [***], Novartis and its Affiliates will not (directly or indirectly), (i) for themselves or on behalf of or in collaboration with any Third Party, engage in any research, Development, or Commercialization activities in the HSC Field with respect to (1) such Intellia HSC Product, or (2) the Intellia Selected HSC Target that such Intellia HSC Product is directed toward; or (ii) grant to any Third Party any assignment, license, or other right to Practice the Novartis HSC Background Intellectual Property, Novartis Other Background Intellectual Property or Collaboration Intellectual Property in the HSC Field with respect to (1) such Intellia HSC Product, or (2) the Intellia Selected HSC Target that such Intellia HSC Product is directed toward.
(c) Following the Research Term and during the Agreement Term [***], Intellia and its Affiliates will not (directly or indirectly), (i) for themselves or on behalf of or in collaboration with any Third Party, engage in any research, Development, or Commercialization activities in the HSC Field with respect to such Additional Selected HSC Product; or (ii) grant to any Third Party any assignment, license, or other right to Practice Collaboration Product Intellectual Property in the HSC Field with respect to such Additional Selected HSC Product. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(d) [***].
(e...
After the Research Term. Following selection by the Parties of their Draft Pick Targets in accordance with Section 2.11:
After the Research Term. After the Research Term, ONO shall use Commercially Reasonable Efforts to Develop and Commercialize all Collaboration Products for which it has exercised the ONO Option in accordance with Section 2.4.3 (Option Exercise) in the applicable Oncology Field in the applicable ONO Territory at its sole expense, subject to Section 2.5.7 (Responsibilities for the Conduct of Development, and General Costs of, Collaboration Products) with respect to the cost sharing of the Common Development Activities, and in accordance with the terms and conditions of this Agreement and the Joint Development Plan and Commercialization Plan, provided, that (i) with respect to [***], ONO shall use Commercially Reasonable Efforts to Develop and Commercialize it in the Oncology Field applicable to [***], in the ONO Territory, including to conduct any Common Development Activities assigned to it in accordance with Section 2.5.2 (Development Plan), * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. and the allocation of costs between FATE and ONO, and subsequently specified in the Joint Development Plan; and (ii) in the event FATE exercises the CDCC Option with respect to [***], then with respect to the FATE CDCC Territory during the CDCC Term, ONO shall use Commercially Reasonable Efforts to Develop and Commercialize it in the Oncology Field applicable to [***] in the ONO Territory, including to undertake the Common Development Activities and other activities allocated to ONO in the FATE CDCC Territory in accordance with Sections 2.4.4 (CDCC Option) and 2.5.2 (Development Plan) and subsequently specified in the Joint Development Plan and cost sharing pursuant to Section 2.4.4 (CDCC Option) during the CDCC Term, and co-Commercialization activities in accordance with Section 2.4.4 (CDCC Option) and subsequently specified in the Commercialization Plan.
After the Research Term. After the Research Term, with respect to each Collaboration Target, for as long as Genentech (or a Sublicensee or other Third Party on Genentech’s behalf) (a) has an active research and/or development program for such Collaboration Target, where such program could result in Array accruing Development Milestones and Royalties; or (b) is commercializing a Licensed Product for such Collaboration Target; or (c) is providing [ * ] support to Array with respect to such Collaboration Target (if at all); then, in each case, Array shall not conduct, participate in, or fund, directly or indirectly, either alone or with a Third Party, research or development with respect to, or commercialize a product comprising a chemical entity, a mechanism of action of which is to modulate the activity of such Collaboration Target, other than in accordance with this Agreement.
After the Research Term. Subject to Sections 2.4(c), 2.4(d) and 2.4(e), during the remainder of the Term after the end of the Research Term, except for activities conducted under this Agreement, neither Party nor its Affiliates shall, whether for itself or any Third Party and including the grant or receipt of any license to or from any Third Party, develop, manufacture or commercialize in the Field, any product containing an engineered Immune Cell that has been engineered by ex vivo Genome Editing and that, as a result of ex vivo insertion of a transgene into genomic DNA [*], expresses or is capable of expressing on its cell surface a CAR, NKR, or TCR that is directed to any Candidate Target.
After the Research Term. If, at any time after the Research Term, any Acquiring Party shall propose to acquire, directly or indirectly, fifty percent (50%) or more of the outstanding shares entitled to vote for the election of directors of Gerox, Xxxxx xxxll notify P&U of the proposed acquisition not less than sixty (60) days prior to consummation of such acquisition. P&U shall have the right, within sixty (60) days of such notice, to terminate Geron's co-promotion rights hereunder and Geron's right to participate in the development of Candidate Drugs. P&U may make such election contingent upon the consummation of the proposed transaction. Upon such termination of rights: (i) the royalty reduction provisions of Section 7.4 shall terminate, (ii) Geron's right to co-promote hereunder shall terminate, (iii) all of Geron's rights and obligations to participate in the development and commercialization of Candidate Drugs shall terminate and (iv) all other provisions of this Agreement shall remain in force and effect.
After the Research Term. Subject to Sections 2.4(c), 2.4(d) and 2.4(e), during the remainder of the Term after the end of the Research Term, except for activities conducted under this Agreement, neither Party nor its Affiliates shall, whether for itself or any Third Party and including the grant or receipt of any license to or from any Third Party, develop, manufacture or commercialize in the Field, any product containing an engineered Immune Cell that, as a result of ex vivo Genome Editing, expresses or is capable of expressing on its cell surface a CAR, NKR, or TCR that is directed to any Candidate Target.
After the Research Term. Except pursuant to this Agreement, after the Research Term and during the Term, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 7.3, (a) either alone or with or for any Third Party, Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Licensed Product is directed or (ii) any Target to which any Licensed Product is directed, or (b) grant a license or sublicense to Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Licensed Product is directed or (ii) any Target to which any Licensed Product is directed.
After the Research Term. If, at any time after the Research Term, any Acquiring Party shall propose to acquire, directly or indirectly, [*] or more of the * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. outstanding shares entitled to vote for the election of directors of Gerox, Xxxxx xxxll notify P&U of the proposed acquisition not less than sixty (60) days prior to consummation of such acquisition. P&U shall have the right, within sixty (60) days of such notice, [*] P&U may make such election contingent upon the consummation of the proposed transaction. [*]
