Non-Qualifying Compounds/Targets Sample Clauses

Non-Qualifying Compounds/Targets. Upon expiration of the Research Program Term, if no Tail Period exists, or upon expiration of the Tail Period, Merck’s rights hereunder to all Collaboration Compounds that are not, as of such time, (1) Optioned Compounds (including, for clarity, all Related Compounds), or (2) as applicable, selected by Merck as Tail Compounds (including Research Program Development Candidates so selected) under Section 4.4.1 (the “Non-Qualifying Compounds”), and to all Collaboration Targets (other than Optioned Targets or Tail Targets) not Modulated by an Optioned [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Compound or Tail Compound (the “Non-Qualifying Targets”, which Non-Qualifying Targets include Optioned Targets or Tail Targets to the extent Modulated by a different Modulation Category from the Modulation Category of the applicable Optioned Compound or Tail Compound), including all right to develop and commercialize such Non-Qualifying Compounds and Non-Qualifying Targets, either itself or with or through a Third Party, shall terminate and NGM shall have the right to develop and commercialize, independently or with or through Affiliates or Third Parties such Non-Qualifying Compounds and Non-Qualifying Targets without further obligation to Merck, except for a royalty due to Merck as set forth in Section 9.7 (subject to Section 4.8.3). Upon expiration of the Tail Period, any Tail Compounds/Targets that (i) have not been optioned by Merck in accordance with Article 5 (including such Tail Compounds as may be deemed to have been optioned by Merck by way of qualifying as a Related Compound to an Optioned Compound) or (ii) Merck is not using Commercially Reasonable Efforts to develop (other than through NGM) shall become Non-Qualifying Compounds and Non-Qualifying Targets, with rights to the same accruing to NGM as set forth above. Finally, if at any time after the expiration of the Tail Period Merck stops using Commercially Reasonable Efforts to research and Develop any Tail Compound, such Tail Compound/Target shall become a Non-Qualifying Compound and Non-Qualifying Target, with rights to the same accruing to NGM as set forth above.

Non-Qualifying Compounds/Targets. 4.5.1 Effective as of the A&R Effective Date, all Selected Oncology Collaboration Compounds (including, for clarity, all Related Compounds) and all Other Collaboration Compounds (including, for clarity, all Related Compounds) shall be deemed Non-Qualifying Compounds and all Selected Oncology Collaboration Targets and Other Collaboration Targets shall be deemed Non-Qualifying Targets. The Non-Qualifying Targets as of the A&R Effective Date are set forth on Schedule 4.5.1. All Collaboration Compounds set forth on Schedule 4.5.1 are Non-Qualifying Compounds, although such schedule is not a complete list of all Non-Qualifying Compounds.