Common use of Non-Selected Targets Clause in Contracts

Non-Selected Targets. In the event that FivePrime presents a Target as a Hit to GSK that, at the time such Hit was presented to GSK, GSK either: (a) was conducting research, development or commercialization activities with respect to such Target on its own as part of an internal program or as part of a program in collaboration with a Third Party in Respiratory Diseases, or (b) had actual knowledge that such Target is a therapeutic target or potential therapeutic agent for Respiratory Diseases, in each of (a) and (b) above as evidenced by GSK’s written records (the “Non-Selected Target Criteria”), then GSK shall inform FivePrime within *** Business Days after such Hit has been presented to GSK that such Hit meets the Non-Selected Target Criteria as set forth in this Section 4.4.5(c)(i). Notwithstanding the foregoing, GSK may nevertheless elect to exercise its Claiming Option with respect to such Hit as if it were an Offered Hit. If, however, GSK elects not to exercise its Claiming Option with respect to such Hit, then such Hit shall not be deemed a Reverted Target as that term is defined herein but rather shall thereafter be referred to as a *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL

Non-Selected Targets. In the event that FivePrime presents a Target as a Hit to GSK that, at the time such Hit was presented to GSK, GSK either: (a) was conducting research, development or and/or commercialization activities with respect to such Target on its own as part of an internal program or as part of a program in collaboration with a Third Party in Respiratory Diseasesthe same Research Indication for which such Hit was identified by FivePrime under the Research Program, or (b) had actual knowledge that such Target is a therapeutic target or potential therapeutic agent for Respiratory Diseasesthe Research Indication for which such Hit was presented, in each of (a) and (b) above as evidenced by GSK’s written records (the “Non-Selected Target Criteria”), then GSK shall will inform FivePrime within *** Business Days after such Hit has been presented to GSK that such Hit meets the Non-Selected Target Criteria as set forth in this Section 4.4.5(c)(i4.4.5(d)(i). Notwithstanding the foregoing, GSK may nevertheless elect to exercise its Claiming Option with respect to such Hit as if it were an Offered Hit. If, however, GSK elects not to exercise its Claiming Option with respect to such Hit, then such Hit shall not be deemed a Reverted Target as that term is defined herein but rather shall thereafter be referred to as a “Non-Selected Target” and such Non-Selected Target shall *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIALbe considered outside of the scope of this Agreement and the Research Program with respect to the particular Research Indication for which the Hit was identified by FivePrime. For clarity, subject to the restrictions set forth in Sections 4.4.5(a)-(c), each Party may research, develop, validate, commercialize, or undertake any other activities in their sole discretion with respect to such Non-Selected Target without any further obligations, including payment obligations, of any kind to the other Party.