Excluded Targets. Excluded Targets are not eligible to be Wyeth Targets for so long as they remain Excluded Targets. The Targets deemed "Excluded Targets" as of the Effective Date are set forth in Exhibit 3.2.4 attached hereto. Trubion may add additional Targets as Excluded Targets or Provisional Excluded Targets (which may be selected from Released Targets and other Targets, but would not include any Wyeth Targets or any Target Candidate that has not become a Released Target) in accordance with the following procedures:
(a) During the period when ***, and upon the written request of a potential Third Party collaborator and/or licensee of Trubion pertaining to the identification, generation and/or Development of SMIPs directed against a Target or Targets, Trubion's Legal Department shall promptly determine whether or not any of such Targets is a Wyeth Target.
(b) With respect to any Target newly submitted by a Party to Trubion's Legal Department hereunder, Trubion's Lawyers will determine whether such submitted Target *** Licensed Targets, Target Candidates, Released Targets, Excluded Targets and Provisional Excluded Targets available to Trubion's Lawyers (each a "Previously Deposited Protein"). By way of example only, *** Should Wyeth designate a Target that is not a protein, the Parties agree to negotiate in good faith the procedure for identifying and testing whether a subsequent proposed non-protein Target is the "same as" such designated non-protein Target for purposes of this Section 3.2.
(c) If Trubion's Legal Department determines, in accordance with Section 3.2.4(b) above, that any such Target is a Wyeth Target, Trubion shall not proceed with such potential Third Party collaboration or license with respect to such Target. If any of such Targets is not a Wyeth Target or a Target Candidate, such Target shall automatically be deemed a "Provisional Excluded Target". If such Target is a Target Candidate, Trubion shall notify Wyeth in writing of Trubion's request that a Target Candidate be recategorized as a Released Target, in order for Trubion to be able to enter substantive negotiations with such Third Party regarding such Target that is a Target Candidate (i.e., Trubion shall "Put" such Target Candidate to Wyeth). Trubion shall have no obligation to notify Wyeth of the identity of such Third Party or the purpose of the proposed collaboration or license. From the date that Trubion "Puts" such Target Candidate to Wyeth, Wyeth shall have *** with respect to such Puts ma...
Excluded Targets. 24 3.3 Term and Termination of the Research Program................... 27 3.3.1
Excluded Targets. Notwithstanding the foregoing, unless otherwise agreed in writing by Lyell, the Targets listed on Exhibit 3.3(d), as may be updated from time to time in accordance with this Section 3.3(d) (“Excluded Targets”) shall not be eligible to be added as, selected or nominated to be an Additional Target, unless otherwise agreed by Lyell in its sole discretion. Lyell shall have the right to add [*] additional CAR-T Target or TCR Target to Exhibit 3.3(d) by notice to GSK on or after each of the [*] of the Effective Date, such that the list of Excluded Targets could comprise [*] Targets by the [*] of the Effective Date; provided, however, that no such additional Target at the time it is added (i) shall be the same as any Collaboration Targets or any Target nominated by GSK in a Target Nomination Notice, or (ii) shall be the same as any TCR Target that GSK (itself or through an Affiliate or Third Party) has publicly announced (including the disclosure of the identity of such Target) as having commenced, licensed to or partnered with GSK for research, development or commercialization. The identity of Excluded Targets shall be deemed Confidential Information of Lyell, and disclosure of such Excluded Targets shall be strictly limited to the JSC, the Alliance Managers, the Senior Executives or solely on a need to know basis within GSK in connection with proposed Target nominations.
Excluded Targets. Notwithstanding anything to the contrary herein, the Parties hereby agree that nothing herein precludes the Parties from considering potentially including for Development or Commercialization under this Agreement or a separate definitive agreement an Excluded Target; provided, however, that the inclusion of such Development and Commercialization activities with respect to any Excluded Target will be on financial and other terms and conditions that are acceptable to Licensor, at Licensor’s sole discretion, and is subject to any obligations or discussions that Licensor may have entered into with any Third Party with respect to any such Excluded Target.
Excluded Targets. Notwithstanding anything herein to the contrary, Telik shall not be obligated to perform any of the services described in Section 1.2 with respect to any proposed Selected Targets that Telik determines are identical to or in conflict with biological targets included in any research collaboration between Telik and a third party corporate entity or any other biological targets which Telik is already actively pursuing, prior to receipt of a notice pursuant to Section 1.1 or Section 1.5 identifying such Selected Target ("Excluded Targets"). Telik shall notify Sanwa if a proposed Selected Target is an Excluded Target promptly after receipt of Sanwa's notice under Section 1.1 or Section 1.5 relating thereto.
Excluded Targets. The term “
Excluded Targets. Prior to the Effective Date, the Parties acknowledge that [***].
Excluded Targets. A Target that is not a Licensed Target or a Reserved Target shall be designated as an excluded Target and not eligible to become a Licensed Target or a Reserved Target, as applicable, if such Target at the time of designation by BMS (either as a Licensed Target or as a Reserved Target, as applicable) [***] (each, an “Excluded Target”); provided that Avidity shall promptly provide written notice to the Third Party Gatekeeper in the event that (i) any Target is designated an Excluded Target in accordance with this Section 3.4 (Excluded Targets) (subject to the Third Party Gatekeeper’s determination whether such Target is on the Reserved List pursuant to Section 3.2 (Reserved Targets)) or (ii) any Target that was previously an Excluded Target is no longer an Excluded Target, in which case, the Third Party Gatekeeper will notify BMS that an update has been made to the Excluded Targets (without disclosing such Target itself) and BMS shall have the right to designate such Target as a Licensed Target or Reserved Target, as applicable, subject to applicable terms of this Article 3 (Target Nomination). At BMS’s election, BMS may provide the identity of the proposed Reserved Target or proposed Additional Licensed Target (A) to Avidity, or (B) to the Third Party Gatekeeper under the Gatekeeper Agreement so that such Third Party Gatekeeper (rather than Avidity) will make the determination as to whether any such proposed Target is an Excluded Target.
Excluded Targets. Notwithstanding anything herein to the contrary Terrapin shall not be obligated to perform any of the services described in subsection 1.2 with respect to any Sanwa Targets that Terrapin determines are identical to or in conflict with targets included in any research collaboration between Terrapin and a third party corporate entity or any other Targets which Terrapin is already actively pursuing, prior to receipt of a notice pursuant to Subsection 1.1 identifying such Sanwa Compound ("Excluded Targets"). Terrapin shall notify Sanwa if a Sanwa Target is an Excluded Target promptly after receipt of Sanwa's' notice under Subsection 1.1 relating thereto.
