During the Option Term Sample Clauses

During the Option Term. Except pursuant to this Agreement, during the Option Term, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 7.1.3, either (a) alone or with or for any Third Party, research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to DOT1L, [**] or [**] or, only if the Phase 1 Option with respect to [**] has been exercised by CELGENE, [**], or (b) grant a license or sublicense to research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to DOT1L, [**] or [**] or, only if the Phase 1 Option with respect to [**] has been exercised by CELGENE, [**]; provided that this Section 7.1.1 shall not prevent either Party from conducting any Development activities that incur Territory-Specific Development Costs pursuant to Section 6.4 or engaging Third-Party subcontractors in accordance with Section 2.11. Notwithstanding anything to the contrary in this Section 7.1.1, in the event during the Option Term (y) either Party terminates this Agreement in its entirety, this Section 7.1.1 shall not apply to either Party; or (z) CELGENE terminates this Agreement as to a Selected Target on a Selected Target-by-Selected Target basis, then with respect to the applicable Terminated Target, this Section 7.1.1 shall not apply to CELGENE and its Affiliates or to EPIZYME and its Affiliates solely with respect to such Terminated Target. In addition, during the Option Term, neither EPIZYME nor any of its Affiliates shall consummate, or attempt to consummate, a License Event with respect to any Available Target or Selected Target.

During the Option Term. On an Option Program-by-Option Program basis, during the Option Term with respect to a given Option Program, unless otherwise agreed by the Parties, [***].

During the Option Term. Optionee and its agents and representatives shall have the right during normal business hours and with twenty-four (24) hours’ advance notice to Optionor (which notice may be electronic): (i) to have full and complete access to and inspect, the books, records, files, operating reports and other information relating to the Option Property and related correspondence files; and (ii) to enter upon the Option Property to make such inspections, reviews, surveys, soil tests, hydrology tests, environmental tests, including, without limitation, phase 1 and phase 2 studies, and other tests or investigations as Optionee may reasonably deem appropriate in its sole and absolute discretion. Optionor shall make available to Optionee not later than thirty (30) days following the Effective Date, at no cost to Optionee, legible, true, correct and complete copies of all books, records, and reports pertaining to the Option Property in Optionor’s or its affiliates’ possession or control, including, without limitation, the Appraisal. In addition, O▇▇▇▇▇▇▇ agrees to make available to Optionee upon request from time to time any and all other information reasonably requested by Optionee relating to the Option Property to the extent such information is in Optionor’s or its affiliates’ possession or control. All documents and records previously delivered or to be delivered pursuant to this Section are or shall be (as the case may be), to Optionor’s knowledge and good faith belief, true, correct and complete copies of the documents and records required to be delivered. To the extent prepared by Optionor or its employees and/or agents, such documents, to Optionor’s knowledge and good faith belief, accurately reflect the matters contained therein in every material respect, and to the extent prepared by others, Optionor is not aware of the existence of any facts or circumstances that would make any of the documents or records inaccurate in any material respect.