Common use of Approval of Targets Clause in Contracts

Approval of Targets. The Parties agree that as of the Original Execution Date, the Targets listed in Exhibit 2.3.1 were Approved ADC Targets of which the seven (7) Approved Targets listed in Part 1 were subject to ADC Evaluation Licenses and the two (2) Approved Targets listed in Part 2 were subject to ADC Commercial Licenses. If Licensee wished to obtain approval for any other Target for any additional Evaluation License or to replace an Approved Target that was the subject of a Commercial License as permitted by this Agreement, it was obligated to provide written notice to Xxxxxxxx, Xxxxxxx and Xxxxx. The Parties further agree that as of 7 April 2016, the eleven (11) Targets listed in Part 3 of Exhibit 2.3.1 are Approved ADC Targets subject to ADC Commercial Licenses and the ten (10) Approved Targets listed in Part 4 are Approved Non-ADC Targets subject to ADC Commercial Licenses. If Licensee wishes to replace an Approved Target that is the subject of a Commercial License as permitted by this Agreement, it shall provide written notice to Clinical Technology Transfer Group, PLLC (“CTTG”), which notice (an “Approval Request Notice”) shall identify the requested Target and specify whether ADCT wishes to pursue such Target as an ADC Target, a Non-ADC Target or both an ADC Target and a Non-ADC Target, and this Section 2.3.1 shall apply: 2.3.1.1 Within fourteen (14) days of its receipt of the Approval Request Notice required in Section 2.3.1, MedImmune shall inform Licensee in writing as to whether the requested Target is available for inclusion under the license granted above in Section 2.1. Any such request must be made in writing to CTTG (or such other Third Party as MedImmune may appoint and notify to the other Parties) and must identify the proposed replacement Target. CTTG may deny, at its sole discretion, inclusion of a requested Target under the license granted under Section 2.1 only if ADCP or MedImmune or its Affiliates (a) has an internal program directed at researching, developing or selling ADC Drug Reagents or Non-ADC Drug Reagents against the requested Target; or (b) has granted non-exclusive or exclusive rights (or options to obtain such rights) to any ADC Drug Reagent or Non-ADC Drug Reagent or to undertake such a program, in either case against such Target, to a Third Party in an agreement executed prior to the notice provided by Licensee under Section 2.3.1, in either case as shown by ADCP or MedImmune’s (or their respective Affiliates’) written records (which may be redacted pursuant to any obligation of confidentiality entered into by ADCP or MedImmune (or their respective Affiliates)), such activities or licence ((a) or (b)) a “Pre-Existing Restriction”). ADCP and MedImmune shall be entitled to add all such unavailable Targets on MedImmune’s register of Targets maintained by CTTG (or other appointee). If the proposed Target is subject to a Pre-Existing Restriction ADCT shall have the right to propose another Target and the above procedure shall be repeated. 2.3.1.2 In the event that there is no Pre-Existing Restriction, then the requested Target shall be an Approved ADC Target, an Approved Non-ADC Target, or both an Approved ADC Target and an Approved Non-ADC Target (as requested in the Approval Request Notice) commencing on expiration of such fourteen (14) days’ of its receipt of such notice (the “Approval Date”). 2.3.1.3 For the avoidance of doubt, if CTTG denies inclusion of a requested Target under Section 2.3.3.1 pursuant to the requirements of Section 2.3.3.1 above, then such Target shall not be an Approved Target and Licensee shall not be licensed under the Licensed Intellectual Property for any ADC Drug Reagent or Non-ADC Drug Reagent against such Target.

Approval of Targets. The Parties agree that as of 5.1 At any time on or after the Original Execution DateSignature Date the Borrower shall be entitled (but not obliged) to deliver a written request (each, the Targets listed in Exhibit 2.3.1 were Approved ADC Targets of which the seven (7) Approved Targets listed in Part 1 were subject to ADC Evaluation Licenses and the two (2) Approved Targets listed in Part 2 were subject to ADC Commercial Licenses. If Licensee wished to obtain approval for any other Target for any additional Evaluation License or to replace an Approved Target that was the subject of a Commercial License as permitted by this Agreement, it was obligated to provide written notice to Xxxxxxxx, Xxxxxxx and Xxxxx. The Parties further agree that as of 7 April 2016, the eleven (11) Targets listed in Part 3 of Exhibit 2.3.1 are Approved ADC Targets subject to ADC Commercial Licenses and the ten (10) Approved Targets listed in Part 4 are Approved Non-ADC Targets subject to ADC Commercial Licenses. If Licensee wishes to replace an Approved Target that is the subject of a Commercial License as permitted by this Agreement, it shall provide written notice to Clinical Technology Transfer Group, PLLC (“CTTG”), which notice (an “Approval Request NoticeRequest”) shall identify to the requested Lender requesting the Lender to approve the identity of any Target and specify whether ADCT (each, an “Intended Target”) in which the Borrower wishes to pursue acquire (each, an “Intended Acquisition”) the shares or some other form of ownership interest together which all relevant details of such Target as an ADC Intended Acquisition available to the Borrower at that time including, without limitation, the identity of the Intended Target, a Non-ADC Target or both an ADC Target and a Non-ADC the type of ownership interest which the Borrower wishes to acquire in the Intended Target, the size of the ownership interest which the Borrower wishes to acquire in the Intended Target, details of any Authorisations which the Borrower will require in order to implement the Intended Acquisition, the Borrower’s views on the financial effects of the Intended Acquisition and this Section 2.3.1 the results of any due diligence investigation of the Intended Target conducted by or on behalf of the Borrower. 5.2 The Lender shall apply: 2.3.1.1 Within fourteen be entitled to consider the Intended Acquisition for a period of 5 (14five) days of its Business Days, or such longer period as, may be agreed in writing between the parties hereto after the receipt by the Lender of the Approval Request Notice required in Section 2.3.1, MedImmune and during such period the Borrower shall inform Licensee in writing as be entitled (but not obliged) to whether the requested Target is available for inclusion under the license granted above in Section 2.1. Any such request must be made in writing to CTTG (or such other Third Party as MedImmune may appoint and notify provide to the other Parties) and must identify Lender all such additional information as the proposed replacement Target. CTTG Lender may denyrequire in connection with is assessment of the Intended Acquisition. 5.3 Unless the Borrower shall have withdrawn its Approval Request, at the Lender shall be entitled in its sole discretion, inclusion discretion to approve or not approve the identity of a requested the Intended Target under and the license granted under Section 2.1 only if ADCP or MedImmune or its Affiliates (a) has an internal program directed at researching, developing or selling ADC Drug Reagents or Non-ADC Drug Reagents against the requested Target; or (b) has granted non-exclusive or exclusive rights (or options to obtain such rights) to any ADC Drug Reagent or Non-ADC Drug Reagent or to undertake such a program, in either case against such Target, to a Third Party in an agreement executed Intended Acquisition prior to the end of the period referred to in clause 5.2 and deliver written notice provided by Licensee under Section 2.3.1, in either case as shown by ADCP of such approval or MedImmune’s (disapproval to the Borrower failing which the Lender shall be deemed not to have approved the Intended Target or their respective Affiliates’) written records (which may be redacted the Intended Target. 5.4 Should the Lender approve the Intended Target and the Intended Acquisition pursuant to any obligation of confidentiality entered into by ADCP or MedImmune (or their respective Affiliates))clause 5.3, such activities or licence ((a) or (b)) a “Pre-Existing Restriction”). ADCP and MedImmune the Borrower shall be entitled to add all such unavailable Targets on MedImmune’s register of Targets maintained by CTTG deliver a Drawing Notice to borrow (or other appointee). If the proposed Target is subject to a Pre-Existing Restriction ADCT shall have the right provisions of clauses 4 and 8) an Advance in order to propose another Target and enable the above procedure shall be repeatedBorrower to pay the consideration (in whole or in part) payable by it in respect of the Intended Acquisition. 2.3.1.2 In the event that there is no Pre-Existing Restriction, then the requested Target shall be an Approved ADC Target, an Approved Non-ADC Target, or both an Approved ADC Target and an Approved Non-ADC Target (as requested in the Approval Request Notice) commencing on expiration of such fourteen (14) days’ of its receipt of such notice (the “Approval Date”). 2.3.1.3 For the avoidance of doubt, if CTTG denies inclusion of a requested Target under Section 2.3.3.1 pursuant to the requirements of Section 2.3.3.1 above, then such Target shall not be an Approved Target and Licensee shall not be licensed under the Licensed Intellectual Property for any ADC Drug Reagent or Non-ADC Drug Reagent against such Target.