E3 Ligase Binder Programs and Cereblon Binder Programs Clause Samples

E3 Ligase Binder Programs and Cereblon Binder Programs. 2.14.1 [***] days prior to the end of the Research Term, Vividion shall, in its sole discretion, seek to prepare a list of E3 Ligase Binder Ligands, provided that such list only will include E3 Ligase Binder Ligands from Vividion as Vividion shall determine in its sole discretion. All of the E3 Ligase Binder Ligands on such list as prepared pursuant to this Section 2.14.1 shall be deemed to be “Listed E3 Ligands.” 2.14.2 During the period beginning at the end of the Research Term and ending [***] months after the end of the Research Term (the “Binder Program Access Term”) Celgene shall, in its sole discretion, decide which Listed E3 Ligands, if any, it wishes to test pursuant to a material transfer agreement, in the form of material transfer agreement attached hereto as Appendix F (each such material transfer agreement, an “E3 Ligase Binder Program MTA”). 2.14.3 For [***] months following preparation of the list of Listed E3 Ligands, if any, by Vividion in its sole discretion pursuant to Section 2.14.1, Celgene may test such Listed E3 Ligand in order to determine whether to exclusively license such Listed E3 Ligand and all associated E3 Ligase Binder Products. Prior to the end of such [***] month period Vividion may, in its sole discretion, offer to Celgene the option to exclusively license the right to Develop, Manufacture and Commercialize such Listed E3 Ligand and all associated E3 Ligase Binder Products (subject, as applicable, to Vividion’s retained right to Develop, Manufacture and Commercialize any Pre-Existing Vividion E3 LDD that includes in its chemical structure such Listed E3 Ligand or any portion of such Listed E3 Ligand) and Celgene may notify Vividion of its exercise thereof in writing on or before the end of such [***] month period, all pursuant to the Binder Program License Agreement with respect to such Listed E3 Ligand and associated E3 Ligase Binder Products, and each Party will update the exhibits and schedules thereto, as applicable. Following the applicable Implementation Date for each Binder Program License Agreement, Celgene shall pay the applicable fees to Vividion set forth in Section 6.6.