Common use of Excluded Target Verification Clause in Contracts

Excluded Target Verification. Subject to the other terms of this Section, at the request of the Party submitting a Proposed Target Notice (which request may not be given more than ten (10) Business Days after the Proposed Target has been identified by the other Party as a CytomX Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicable), at any time during normal business hours within ten (10) Business Days of such other Party’s delivery to the requesting Party of written acknowledgement of such other Party’s receipt of such request, such other Party shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) to inspect (during regular business hours) the relevant records upon which the other Party based its determination that the Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other Party’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firm. Before permitting such law firm to have access to such records, the other Party may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other Party’s determination that a Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days after the completion of its inspection. Such law firm may not reveal to the requesting Party any other information learned in the course of such examination, including, without limitation, the basis for the other Party’s determination. The requesting Party agrees to treat all information disclosed to it in accordance with this Section as the other Party’s Confidential Information, except to the extent necessary for the requesting Party to enforce its rights under this Agreement. If the law firm’s report concludes that the other Party’s determination was correct, the requesting Party shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other Party’s determination was incorrect, (a) the requesting Party shall automatically be deemed to have delivered to the other Party another Proposed Target Notice for such Target as of the date of such determination, (b) the other Party shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.

Excluded Target Verification. Subject to the other terms of this Section, at the request of the Party submitting a Proposed Target Notice (which request may not be given more than ten (10) Business Days [***] after the Proposed Target has been identified by the other Party as a CytomX Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicable), at any time during normal business hours within ten (10) Business Days [***] of such other Party’s delivery to the requesting Party of written acknowledgement of such other Party’s receipt of such request, such other Party shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party based its determination that the Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other Party’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firm. Before permitting such law firm to have access to such records, the other Party may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other Party’s determination that a Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days [***] after the completion of its inspection. Such law firm may not reveal to the requesting Party any other information learned in the course of such examination, including, without limitation, the basis for the other Party’s determination. The requesting Party agrees to treat all information disclosed to it in accordance with this Section as the other Party’s Confidential Information, except to the extent necessary for the requesting Party to enforce its rights under this Agreement. If the law firm’s report concludes that the other Party’s determination was correct, the requesting Party shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that the other Party’s determination was incorrect, (a) the requesting Party shall automatically be deemed to have delivered to the other Party another Proposed Target Notice for such Target as of the date of such determination, (b) the other Party shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.

Excluded Target Verification. Subject to the other terms of this Section, at the request of the Party submitting a Proposed Target Notice (which request may not be given more than ten (10) Business Days [***] after the Proposed Target has been identified by the other Party as a CytomX Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicable), at any time during normal business hours within ten (10) Business Days [***] of such other Party’s delivery to the requesting Party of written acknowledgement of such other Party’s receipt of such request, such other Party shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party based its determination that the Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other Party’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firm. Before permitting such law firm to have access to such records, the other Party may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to whether the other Party’s determination that a Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days [***] after the completion of its inspection. Such law firm may not reveal to the requesting Party any other information learned in the course of such examination, including, without limitation, the basis for the other Party’s determination. The requesting Party agrees to treat all information disclosed to it in accordance with this Section as the other Party’s Confidential Information, except to the extent necessary for the requesting Party to enforce its rights under this Agreement. If the law firm’s report concludes that the other Party’s determination was correct, the requesting Party shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other Party’s determination was incorrect, (a) the requesting Party shall automatically be deemed to have delivered to the other Party another Proposed Target Notice for such Target as of the date of such determination, (b) the other Party shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.

Excluded Target Verification. Subject to the other terms of this SectionSection 3.5, at the request of the Party submitting a Proposed Target Notice Lilly (which request may not be given more than ten (10) Business Days [***] after the a Proposed Target has been identified by the other Party ImmunoGen as a CytomX an Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicablein a Holding Option Response), at any time during normal business hours within ten (10) Business Days [***] of such other PartyImmunoGen’s delivery to the requesting Party Lilly of written acknowledgement of such other PartyImmunoGen’s receipt of such request, such other Party ImmunoGen shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party ImmunoGen based its determination that the such Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other PartyImmunoGen’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firmHolding Option Request. Before permitting such law firm to have access to such records, the other Party ImmunoGen may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other PartyImmunoGen’s determination that a Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days [***] after the completion of its inspection. Such law firm may not reveal to the requesting Party Lilly any other information learned in the course of such examination, including, without limitation, the basis for the other PartyImmunoGen’s determination. The requesting Party Lilly agrees to treat all information disclosed to it in accordance with this Section 3.5 as the other PartyImmunoGen’s Confidential Information, except to the extent necessary for the requesting Party Lilly to enforce its rights under this Agreement. If Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the law firm’s report concludes that the other PartyImmunoGen’s determination was correct, the requesting Party Lilly shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other PartyImmunoGen’s determination was incorrect, (a) the requesting Party Lilly shall automatically be deemed to have delivered to the other Party another Proposed Target Notice Holding Option Request for such Proposed Target as of the date of such determination, determination and (b) the other Party ImmunoGen shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.

Excluded Target Verification. Subject to the other terms of this SectionSection 3.5, at the request of the Party submitting a Proposed Target Notice Novartis (which request may not be given more than ten (10) Business Days [***] after the a Proposed Target has been identified by the other Party ImmunoGen as a CytomX an Excluded Target or an in a Holding Option Response), at any Portions of this Exhibit, indicated by the xxxx “[***Certain information contained herein has been ],” were omitted and have been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission pursuant to the omitted portions. ImmunoGen Excluded TargetRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as applicable), at any amended. time during normal business hours within ten (10) Business Days [***] of such other PartyImmunoGen’s delivery to the requesting Party Novartis of written acknowledgement of such other PartyImmunoGen’s receipt of such request, such other Party ImmunoGen shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party ImmunoGen based its determination that the such Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other PartyImmunoGen’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firmHolding Option Request. Before permitting such law firm to have access to such records, the other Party ImmunoGen may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other PartyImmunoGen’s determination that a Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days [***] after the completion of its inspection. Such law firm may not reveal to the requesting Party Novartis any other information learned in the course of such examination, including, without limitation, the basis for the other PartyImmunoGen’s determination. The requesting Party Novartis agrees to treat all information disclosed to it in accordance with this Section 3.5 as the other PartyImmunoGen’s Confidential Information, except to the extent necessary for the requesting Party Novartis to enforce its rights under this Agreement. If the law firm’s report concludes that the other PartyImmunoGen’s determination was correct, the requesting Party Novartis shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other PartyImmunoGen’s determination was incorrect, (a) the requesting Party Novartis shall automatically be deemed to have delivered to the other Party another Proposed Target Notice Holding Option Request for such Proposed Target as of the date of such determination, (b) the other Party ImmunoGen shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof[***].

Excluded Target Verification. Subject to the other terms of this SectionSection 3.5, at the request of the Party submitting a Proposed Target Notice Novartis (which request may not be given more than ten (10) [***] Business Days after the a Proposed Target has been identified by the other Party ImmunoGen as a CytomX an Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicablein a Holding Option Response), at any time during normal business hours within ten (10) [***] Business Days of such other PartyImmunoGen’s delivery to the requesting Party Novartis of written acknowledgement of such other PartyImmunoGen’s receipt of such request, such other Party ImmunoGen shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party ImmunoGen based its determination that the such Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other PartyImmunoGen’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firmHolding Option Request. Before permitting such law firm to have access to such records, the other Party ImmunoGen may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether Portions of this Exhibit, indicated by the other Partyxxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ImmunoGen’s determination that a Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) [***] days after the completion of its inspection. Such law firm may not reveal to the requesting Party Novartis any other information learned in the course of such examination, including, without limitation, the basis for the other PartyImmunoGen’s determination. The requesting Party Novartis agrees to treat all information disclosed to it in accordance with this Section 3.5 as the other PartyImmunoGen’s Confidential Information, except to the extent necessary for the requesting Party Novartis to enforce its rights under this Agreement. If the law firm’s report concludes that the other PartyImmunoGen’s determination was correct, the requesting Party Novartis shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other PartyImmunoGen’s determination was incorrect, (a) the requesting Party Novartis shall automatically be deemed to have delivered to the other Party another Proposed Target Notice Holding Option Request for such Proposed Target as of the date of such determination, (b) the other Party ImmunoGen shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereoffirm [***].

Excluded Target Verification. Subject to the other terms of this SectionSection 3.5, at the request of the Party submitting a Proposed Target Notice Lilly (which request may not be given more than ten (10) [***] Business Days after the a Proposed Target has been identified by the other Party ImmunoGen as a CytomX an Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicablein a Holding Option Response), at any time during normal business hours within ten (10) [***] Business Days of such other PartyImmunoGen’s delivery to the requesting Party Lilly of written acknowledgement of such other PartyImmunoGen’s receipt of such request, such other Party ImmunoGen shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party ImmunoGen based its determination that the such Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other PartyImmunoGen’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firmHolding Option Request. Before permitting such law firm to have access to such records, the other Party ImmunoGen may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other PartyImmunoGen’s determination that a Proposed Target was a CytomX an Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [***] days after the completion of its inspection. Such law firm may not reveal to the requesting Party Lilly any other information learned in the course of such examination, including, without limitation, the basis for the other PartyImmunoGen’s determination. The requesting Party Lilly agrees to treat all information disclosed to it in accordance with this Section 3.5 as the other PartyImmunoGen’s Confidential Information, except to the extent necessary for the requesting Party Lilly to enforce its rights under this Agreement. If the law firm’s report concludes that the other PartyImmunoGen’s determination was correct, the requesting Party Lilly shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other PartyImmunoGen’s determination was incorrect, (a) the requesting Party Lilly shall automatically be deemed to have delivered to the other Party another Proposed Target Notice Holding Option Request for such Proposed Target as of the date of such determination, determination and (b) the other Party ImmunoGen shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.

Excluded Target Verification. Subject to the other terms of this Section, at the request of the Party submitting a Proposed Target Notice (which request may not be given more than ten (10) Business Days [***] after the Proposed Target has been identified by the other Party as a CytomX Excluded Target or an ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ImmunoGen Excluded Target, as applicable), at any time during normal business hours within ten (10) Business Days [***] of such other Party’s delivery to the requesting Party of written acknowledgement of such other Party’s receipt of such request, such other Party shall permit an independent law firm hired by the requesting Party and acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) [***] to inspect (during regular business hours) the relevant records upon which the other Party based its determination that the Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, at the time of the other Party’s receipt of the Proposed Target Notice; provided that such other Party shall have sole discretion in determining which records will be made available to such law firm. Before permitting such law firm to have access to such records, the other Party may require such law firm to enter into a confidentiality agreement (in form and substance reasonably acceptable to both Parties) as to any confidential information that is to be provided to such law firm while conducting the verification contemplated hereby. The law firm shall be instructed to provide both Parties with a written report stating its conclusion as to whether the other Party’s determination that a Proposed Target was a CytomX Excluded Target or an ImmunoGen Excluded Target, as applicable, was correct within ten (10) days [***] after the completion of its inspection. Such law firm may not reveal to the requesting Party any other information learned in the course of such examination, including, without limitation, the basis for the other Party’s determination. The requesting Party agrees to treat all information disclosed to it in accordance with this Section as the other Party’s Confidential Information, except to the extent necessary for the requesting Party to enforce its rights under this Agreement. If the law firm’s report concludes that the other Party’s ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. determination was correct, the requesting Party shall be responsible for paying all fees and expenses invoiced by the law firm. If the law firm’s report concludes that the other Party’s determination was incorrect, (a) the requesting Party shall automatically be deemed to have delivered to the other Party another Proposed Target Notice for such Target as of the date of such determination, (b) the other Party shall be responsible for paying all reasonable fees and expenses invoiced by the law firm, and (c) if the date of such determination occurs after the Replacement Target Cut-Off Date set forth in Section 2.1.2 hereof, the Replacement Target Cut-Off Date shall be extended, with respect to such Proposed Target only, to the date of such determination. If the law firm’s report concludes that, based on the records provided to it by the other Party, it is unable to determine whether the other Party’s determination was correct or incorrect, such determination shall be deemed to be a Dispute, which shall be resolved in accordance with Section 10.9 hereof.