Nominated Targets Sample Clauses

Nominated Targets. At any time during the Research Program Term, MERCK may, upon written notice to AVEO, designate any Potential Collaboration Target as a “Nominated Target”, and upon any such designation, the remaining terms of this Section 3.4.2 shall apply. In such written notice, MERCK shall indicate whether MERCK had a MERCK Active Program for such designated Potential Collaboration Target at the time that MERCK received the AVEO Genetic Screen Data for such Potential Collaboration Target pursuant to Section 3.4.2(a) above. If MERCK indicates in such notice that MERCK did not have a MERCK Active Program for a Nominated Target at such time, such Nominated Target will be referred to herein as a “Non-MAP Nominated Target”. If MERCK indicates in such notice that MERCK had a MERCK Active Program for a Nominated Target at such time, such Nominated Target will be referred to herein as a “MAP Nominated Target”. AVEO may, at its discretion, submit an inquiry to the Outside Neutral pursuant to Section 3.4.3 in order to verify any such designation by MERCK. Each Potential Collaboration Target that MERCK elects not to designate as a “Nominated Target” shall remain subject to the rights of MERCK under this Section 3.4.2(c) until the termination of the Research Program Term, at which time all rights under the AVEO Know-How and AVEO Patent Rights relating to such Potential Collaboration Targets shall revert to AVEO in accordance with Sections 2.8.3 or 2.8.4, as applicable.

Nominated Targets. To nominate a Target as an Accepted Target, AbbVie shall provide the Gatekeeper with a confidential written description of the Target (the “Nominated Target”) including, to the extent available, the NCBI Entrez Gene Symbol, the NCBI RefSeq accession number and the gene sequence for such Target (the “Target Nomination Notice”). Within [***] Business Days following the Gatekeeper’s receipt of the Target Nomination Notice with respect to a Nominated Target, the Gatekeeper shall verify whether such Nominated Target is on the list of Unavailable Targets and notify AbbVie in writing (“Target Availability Notice”) whether such Nominated Target is or is not on the list of Unavailable Targets. If the Target Availability Notice indicates that the Nominated Target is not on the list of Unavailable Targets, then such Nominated Target shall automatically be designated as an “Accepted Target” on the date of AbbVie’s receipt of the Target Availability Notice (the “Target Acceptance Date”), and the Parties will have all rights and obligations hereunder in connection with such Accepted Target or new Reserved Target (including exclusivity in accordance with Section 5.9) as of the Target Acceptance Date. If the Target Availability Notice indicates that the Nominated Target is on the list of Unavailable Targets, then (a) if such Nominated Target is subsequently removed from the list of Unavailable Targets, the Gatekeeper shall provide written notice to AbbVie within [***] Business Days of such Nominated Target’s removal therefrom and (b) AbbVie shall have the right to nominate an alternative Nominated Target (or the same Nominated Target, if it becomes available) in accordance with this Section 3.2.6. In the event that one or more Third Parties has requested the same Unavailable Target and such Nominated Target is subsequently removed from the list of Unavailable Targets, the Gatekeeper will use reasonable best efforts to send written notice of the availability of such Nominated Target to AbbVie and any such Third Party(ies) at the same time. In all cases, Caribou acknowledges and agrees that if AbbVie is the first Person to submit a Target Nomination Notice for a Nominated Target, then unless such Nominated Target is subject to an Internal Reserved Program, such Nominated Target will, subject to the terms of this Agreement, be deemed an Accepted Target.