Common use of Ambit Nominated Targets Clause in Contracts

Ambit Nominated Targets. Within […***…] of each of the […***…],[…***…] and […***…] anniversaries of the Effective Date (each a “Nomination Period”), Ambit shall have the right to nominate up to two (2) Targets (the “Nominated Targets”) to be designated as replacements for up to two (2) of the then-current Ambit Targets. Ambit shall specify such Nominated Targets in a written notice (the “Nomination Notice”) delivered to Cephalon within the applicable Nomination Period, which Nomination Notice also shall specify the then-current Ambit Targets that Ambit proposes to replace with the Nominated Targets. Cephalon shall consider such Nominated Targets and within […***…] of the receipt of the Nomination Notice shall deliver to Ambit a written decision (the “Decision Notice”) indicating whether or not Cephalon agrees to designate the Nominated Targets as Ambit Targets. Cephalon may reject any Nominated Target if Cephalon can document the existence of an active or scheduled internal research program or Third Party obligations related to such Nominated Target. In any Nomination Period, Cephalon may also reject up to two (2) Nominated Targets in its sole discretion (each, a “Sole Discretion Rejection”); provided, that if Cephalon has previously rejected two (2) Nominated Targets in a Nomination Period, Cephalon may only reject any subsequent Nominated Targets in such Nomination Period if Cephalon can document the existence of an active or scheduled internal research program or Third Party obligation related to such Nominated Target; and provided further, that with respect to the Nomination Period following the […***…] anniversary of the Effective Date (the “Third Nomination Period”), if Cephalon has used […***…] Sole Discretion Rejections prior to the Third Nomination Period, then Cephalon may reject a Nominated Target in the Third Nomination Period only if Cephalon can document the existence of any active or scheduled internal research program or Third Party obligation related to the applicable Nominated Target. Upon agreement by the Parties on a Nominated Target, such Nominated Target shall be deemed an Ambit Target as of the date of such agreement, and the corresponding Ambit Target designated in the Nomination Notice to be replaced shall no longer be deemed an Ambit Target as of the date of such agreement. Schedule A shall be updated consistent with the foregoing. For clarification, no more than […***…] Targets shall be concurrently classified as Ambit Targets during the Initial Term. If Cephalon shall not have given a Decision Notice within the allotted time period specified above, it shall be deemed that Cephalon does not agree to include the Nominated Target as an Ambit Target. ***Confidential Treatment Requested

Ambit Nominated Targets. Within […***…] ninety (90) days of each of the […***…],[…***…] nine (9) month, twenty-one (21) month and […***…] thirty (30) month anniversaries of the Effective Date (each a as “Nomination Period”), Ambit shall have the right to nominate up to two (2) Targets (the “Nominated Targets”) to be designated as replacements for up to two two: (2) of the then-current Ambit Targets. Ambit shall specify such Nominated Targets in a written notice (the “Nomination Notice”) delivered to Cephalon within the applicable Nomination Period, which Nomination Notice also shall specify the then-current Ambit Targets that Ambit proposes to replace with the Nominated Targets. Cephalon shall consider such Nominated Targets and within […***…] fifteen (15) days of the receipt of the Nomination Notice shall deliver to Ambit a written decision (the “Decision Notice”) indicating whether or not Cephalon agrees to designate the Nominated Targets as Ambit Targets. Cephalon may reject any Nominated Target if Cephalon can document the existence of an active or scheduled internal research program or Third Party obligations related to such Nominated Target. In any Nomination Period, Cephalon may also reject up to two (2) Nominated Targets in its sole discretion (each, a “Sole Discretion Rejection”); provided, that if Cephalon has previously rejected two (2) Nominated Targets in a Nomination Period, ; Cephalon may only reject any subsequent Nominated Targets in such Nomination Period if Cephalon can document the existence of an active or scheduled internal research program or Third Party obligation related to such Nominated Target; and provided further, that with respect to the Nomination Period following the […***…] thirty (30) month anniversary of the Effective Date (the “Third Nomination Period”), if Cephalon has used […***…] four (4) Sole Discretion Rejections prior to the Third Nomination Period, then Cephalon may reject a Nominated Target in the Third Nomination Period only if Cephalon can document the existence of any active or scheduled internal research program or Third Party obligation related to the applicable Nominated Target. Upon agreement by the Parties on a Nominated Target, such Nominated Target shall be deemed an Ambit Target as of the date of such agreement, and the corresponding Ambit Target designated in the Nomination Notice to be replaced shall no longer be deemed an Ambit Target as of the date of such agreement. Schedule A shall be updated consistent with the foregoing. For clarification, no more than […***…] six (6) Targets shall be concurrently classified as Ambit Targets during the Initial Term. If Cephalon shall not have given a Decision Notice within the allotted time period specified above, it shall be deemed that Cephalon does not agree to include the Nominated Target as an Ambit Target. ***Confidential Treatment Requested.